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Corporate Governance Update

SEC Proposes to Amend Filer Definitions to Exempt More Issuers From Sarbanes-Oxley 404(b) Auditor Attestation Requirement

May 14, 2019

The Securities and Exchange Commission recently proposed amendments to the definitions of “accelerated filer” and “large accelerated filer” in Exchange Act Rule 12b-2. The key effect of the amendments would be to exempt a greater number of smaller issuers from the requirement to provide an auditor’s attestation of management’s assessment of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. The SEC will accept public comments on the proposal for 60 days following its publication in the Federal Register, with comments likely due in late July.

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