Bill to Make SOX 404 Optional for "Smaller" Companies

News Brief

By Cydney Posner

The anti-regulation brigade in the House continues to roll. Here's a bill that was just introduced in the House by Rep. Benjamin Quayle (R-AZ) (yes, the spawn of former VP Dan Quayle) that would make the internal control reporting and assessment requirements of SOX 404 optional for certain "smaller" companies. HR 2941, the "Startup Expansion and Investment Act,"  would add to SOX 404 an exemption allowing an issuer to elect not to provide the management's assessment described in subsection (a)(2) and the auditor's attestation on internal control described in subsection (b) if the issuer has a total market capitalization for the relevant reporting period of less than $1B and is either not subject to the Exchange Act annual reporting requirement under section 13(a) or 15(d), or has been subject to that requirement for fewer than 10 years. Apparently, issuers would still have to state the responsibility of management for establishing and maintaining adequate internal control structures and procedures for financial reporting. Issuers would be required to disclose their decisions to use the exemption in their next reports filed with the SEC. This bill was also referred to the House Committee on Financial Services.

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