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

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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