Sarbanes-Oxley Act of 2002: Highlights for Foreign Private Issuers
By Marie Censoplano, Michael L. Zuppone and Scott R. Saks
The U.S. Sarbanes-Oxley Act of 2002 enacted a wide-range of corporate governance and accounting and disclosure reforms in response to corporate scandals in the United States. The S-O Act applies to issuers, including foreign private issuers, that register with the U.S. Securities and Exchange Commission their securities for sale under the U.S. Securities Act of 1933 or are required to register and file reports with the SEC under the U.S. Securities Exchange Act of 1934. The S-O Act does not apply to foreign private issuers who avail themselves of the exemption from Exchange Act registration by furnishing materials with the SEC under Rule 12g3- 2(b) of the Exchange Act.