SEC Issues Study and Recommendations on Section 404(b) of SOX for Issuers with Public Float between $75 and $250 Million

Section 989G(b) of The Dodd-Frank Act mandated a study by the Securities and Exchange Commission ("SEC") on Section 404(b) of the Sarbanes-Oxley Act for issuers with public float between $75 and $250 million. Under Section 404(b), the companies’ auditors are required to issue an opinion on the effectiveness of the audit client’s internal control over financial reporting. The objective of the mandated study was to ascertain whether this auditor attestation requirement was necessary and cost-effective in providing investor protections for companies with market capitalizations between $75 million and $250 million and, if not, to make recommendations on how to reduce the cost of complying with these internal control audit requirements. Further, the study considered whether any steps taken to reduce the compliance burden for such companies from Section 404(b) or to exempt them from complying with Section 404(b) would encourage IPOs in the United States.  The study recommends that the auditor attestation provisions of Section 404(b) currently required for companies with a public float of $75 to $250 million remain intact and notes that the SEC’s research regarding the reasons for listing decisions is inconclusive and that the reasons a company may choose to undertake an IPO are varied and complex. 

Originally Published: 
22/04/2011