Implications of The Sarbanes-Oxley Act of 2002 For Non-U.S. Companies

On July 30, 2002, President George W. Bush signed into law the Sarbanes-Oxley Act of 2002 (the “Act”). In the succeeding months, the United States Securities and Exchange Commission, or SEC, issued several rules and regulations pursuant to the Act. The SEC has also proposed other rules and regulations, which remain subject to comment. This paper addresses the rules and regulations issued or proposed through December 1, 2002.

The Act imposes on public companies, or “issuers” as defined in the Act, and their directors and executive officers significant disclosure and corporate governance requirements, and increases the scope and severity of liability under U.S. federal securities laws for “issuers” and their executive officers, outside auditors, counsel and others.

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