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[[Page 116 STAT. 745]]

Public Law 107-204
107th Congress

                                 An Act

   To protect investors by improving the accuracy and reliability of 
  corporate disclosures made pursuant to the securities laws, and for 
         other purposes. <<NOTE: July 30, 2002 -  [H.R. 3763]>> 

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress <<NOTE: Sarbanes-Oxley Act of 
2002. Corporate responsibility.>> assembled,


    (a) Short Title.--This Act may be cited as the ``Sarbanes-Oxley Act 
of 2002''.
    (b) Table of Contents.--The table of contents for this Act is as 

Sec. 1. Short title; table of contents.
Sec. 2. Definitions.
Sec. 3. Commission rules and enforcement.


Sec. 101. Establishment; administrative provisions.
Sec. 102. Registration with the Board.
Sec. 103. Auditing, quality control, and independence standards and 
Sec. 104. Inspections of registered public accounting firms.
Sec. 105. Investigations and disciplinary proceedings.
Sec. 106. Foreign public accounting firms.
Sec. 107. Commission oversight of the Board.
Sec. 108. Accounting standards.
Sec. 109. Funding.


Sec. 201. Services outside the scope of practice of auditors.
Sec. 202. Preapproval requirements.
Sec. 203. Audit partner rotation.
Sec. 204. Auditor reports to audit committees.
Sec. 205. Conforming amendments.
Sec. 206. Conflicts of interest.
Sec. 207. Study of mandatory rotation of registered public accounting 
Sec. 208. Commission authority.
Sec. 209. Considerations by appropriate State regulatory authorities.


Sec. 301. Public company audit committees.
Sec. 302. Corporate responsibility for financial reports.
Sec. 303. Improper influence on conduct of audits.
Sec. 304. Forfeiture of certain bonuses and profits.
Sec. 305. Officer and director bars and penalties.
Sec. 306. Insider trades during pension fund blackout periods.
Sec. 307. Rules of professional responsibility for attorneys.
Sec. 308. Fair funds for investors.


Sec. 401. Disclosures in periodic reports.
Sec. 402. Enhanced conflict of interest provisions.
Sec. 403. Disclosures of transactions involving management and principal 

[[Page 116 STAT. 746]]

Sec. 404. Management assessment of internal controls.
Sec. 405. Exemption.
Sec. 406. Code of ethics for senior financial officers.
Sec. 407. Disclosure of audit committee financial expert.
Sec. 408. Enhanced review of periodic disclosures by issuers.
Sec. 409. Real time issuer disclosures.


Sec. 501. Treatment of securities analysts by registered securities 
           associations and national securities exchanges.


Sec. 601. Authorization of appropriations.
Sec. 602. Appearance and practice before the Commission.
Sec. 603. Federal court authority to impose penny stock bars.
Sec. 604. Qualifications of associated persons of brokers and dealers.

                     TITLE VII--STUDIES AND REPORTS

Sec. 701. GAO study and report regarding consolidation of public 
           accounting firms.
Sec. 702. Commission study and report regarding credit rating agencies.
Sec. 703. Study and report on violators and violations
Sec. 704. Study of enforcement actions.
Sec. 705. Study of investment banks.


Sec. 801. Short title.
Sec. 802. Criminal penalties for altering documents.
Sec. 803. Debts nondischargeable if incurred in violation of securities 
           fraud laws.
Sec. 804. Statute of limitations for securities fraud.
Sec. 805. Review of Federal Sentencing Guidelines for obstruction of 
           justice and extensive criminal fraud.
Sec. 806. Protection for employees of publicly traded companies who 
           provide evidence of fraud.
Sec. 807. Criminal penalties for defrauding shareholders of publicly 
           traded companies.


Sec. 901. Short title.
Sec. 902. Attempts and conspiracies to commit criminal fraud offenses.
Sec. 903. Criminal penalties for mail and wire fraud.
Sec. 904. Criminal penalties for violations of the Employee Retirement 
           Income Security Act of 1974.
Sec. 905. Amendment to sentencing guidelines relating to certain white-
           collar offenses.
Sec. 906. Corporate responsibility for financial reports.

                     TITLE X--CORPORATE TAX RETURNS

Sec. 1001. Sense of the Senate regarding the signing of corporate tax 
           returns by chief executive officers.


Sec. 1101. Short title.
Sec. 1102. Tampering with a record or otherwise impeding an official 
Sec. 1103. Temporary freeze authority for the Securities and Exchange 
Sec. 1104. Amendment to the Federal Sentencing Guidelines.
Sec. 1105. Authority of the Commission to prohibit persons from serving 
           as officers or directors.
Sec. 1106. Increased criminal penalties under Securities Exchange Act of 
Sec. 1107. Retaliation against informants.

SEC. 2. <<NOTE: 15 USC 7201.>> DEFINITIONS.

    (a) In General.--In this Act, the following definitions shall apply:
            (1) Appropriate state regulatory authority.--The term 
        ``appropriate State regulatory authority'' means the State 
        agency or other authority responsible for the licensure or other 
        regulation of the practice of accounting in the State or States

[[Page 116 STAT. 747]]

        having jurisdiction over a registered public accounting firm or 
        associated person thereof, with respect to the matter in 
            (2) Audit.--The term ``audit'' means an examination of the 
        financial statements of any issuer by an independent public 
        accounting firm in accordance with the rules of the Board or the 
        Commission (or, for the period preceding the adoption of 
        applicable rules of the Board under section 103, in accordance 
        with then-applicable generally accepted auditing and related 
        standards for such purposes), for the purpose of expressing an 
        opinion on such statements.
            (3) Audit committee.--The term ``audit committee'' means--
                    (A) a committee (or equivalent body) established by 
                and amongst the board of directors of an issuer for the 
                purpose of overseeing the accounting and financial 
                reporting processes of the issuer and audits of the 
                financial statements of the issuer; and
                    (B) if no such committee exists with respect to an 
                issuer, the entire board of directors of the issuer.
            (4) Audit report.--The term ``audit report'' means a 
        document or other record--
                    (A) prepared following an audit performed for 
                purposes of compliance by an issuer with the 
                requirements of the securities laws; and
                    (B) in which a public accounting firm either--
                          (i) sets forth the opinion of that firm 
                      regarding a financial statement, report, or other 
                      document; or
                          (ii) asserts that no such opinion can be 
            (5) Board.--The term ``Board'' means the Public Company 
        Accounting Oversight Board established under section 101.
            (6) Commission.--The term ``Commission'' means the 
        Securities and Exchange Commission.
            (7) Issuer.--The term ``issuer'' means an issuer (as defined 
        in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 
        78c)), the securities of which are registered under section 12 
        of that Act (15 U.S.C. 78l), or that is required to file reports 
        under section 15(d) (15 U.S.C. 78o(d)), or that files or has 
        filed a registration statement that has not yet become effective 
        under the Securities Act of 1933 (15 U.S.C. 77a et seq.), and 
        that it has not withdrawn.
            (8) Non-audit services.--The term ``non-audit services'' 
        means any professional services provided to an issuer by a 
        registered public accounting firm, other than those provided to 
        an issuer in connection with an audit or a review of the 
        financial statements of an issuer.
            (9) Person associated with a public accounting firm.--
                    (A) In general.--The terms ``person associated with 
                a public accounting firm'' (or with a ``registered 
                public accounting firm'') and ``associated person of a 
                public accounting firm'' (or of a ``registered public 
                accounting firm'') mean any individual proprietor, 
                partner, shareholder, principal, accountant, or other 
                professional employee of a public accounting firm, or 
                any other independent contractor or entity that, in 
                connection with the preparation or issuance of any audit 

[[Page 116 STAT. 748]]

                          (i) shares in the profits of, or receives 
                      compensation in any other form from, that firm; or
                          (ii) participates as agent or otherwise on 
                      behalf of such accounting firm in any activity of 
                      that firm.
                    (B) Exemption authority.--The Board may, by rule, 
                exempt persons engaged only in ministerial tasks from 
                the definition in subparagraph (A), to the extent that 
                the Board determines that any such exemption is 
                consistent with the purposes of this Act, the public 
                interest, or the protection of investors.
            (10) Professional standards.--The term ``professional 
        standards'' means--
                    (A) accounting principles that are--
                          (i) established by the standard setting body 
                      described in section 19(b) of the Securities Act 
                      of 1933, as amended by this Act, or prescribed by 
                      the Commission under section 19(a) of that Act (15 
                      U.S.C. 17a(s)) or section 13(b) of the Securities 
                      Exchange Act of 1934 (15 U.S.C. 78a(m)); and
                          (ii) relevant to audit reports for particular 
                      issuers, or dealt with in the quality control 
                      system of a particular registered public 
                      accounting firm; and
                    (B) auditing standards, standards for attestation 
                engagements, quality control policies and procedures, 
                ethical and competency standards, and independence 
                standards (including rules implementing title II) that 
                the Board or the Commission determines--
                          (i) relate to the preparation or issuance of 
                      audit reports for issuers; and
                          (ii) are established or adopted by the Board 
                      under section 103(a), or are promulgated as rules 
                      of the Commission.
            (11) Public accounting firm.--The term ``public accounting 
        firm'' means--
                    (A) a proprietorship, partnership, incorporated 
                association, corporation, limited liability company, 
                limited liability partnership, or other legal entity 
                that is engaged in the practice of public accounting or 
                preparing or issuing audit reports; and
                    (B) to the extent so designated by the rules of the 
                Board, any associated person of any entity described in 
                subparagraph (A).
            (12) Registered public accounting firm.--The term 
        ``registered public accounting firm'' means a public accounting 
        firm registered with the Board in accordance with this Act.
            (13) Rules of the board.--The term ``rules of the Board'' 
        means the bylaws and rules of the Board (as submitted to, and 
        approved, modified, or amended by the Commission, in accordance 
        with section 107), and those stated policies, practices, and 
        interpretations of the Board that the Commission, by rule, may 
        deem to be rules of the Board, as necessary or appropriate in 
        the public interest or for the protection of investors.
            (14) Security.--The term ``security'' has the same meaning 
        as in section 3(a) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78c(a)).

[[Page 116 STAT. 749]]

            (15) Securities laws.--The term ``securities laws'' means 
        the provisions of law referred to in section 3(a)(47) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(47)), as 
        amended by this Act, and includes the rules, regulations, and 
        orders issued by the Commission thereunder.
            (16) State.--The term ``State'' means any State of the 
        United States, the District of Columbia, Puerto Rico, the Virgin 
        Islands, or any other territory or possession of the United 

    (b) Conforming Amendment.--Section 3(a)(47) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)(47)) is amended by inserting 
``the Sarbanes-Oxley Act of 2002,'' before ``the Public''.


    (a) Regulatory Action.--The Commission shall promulgate such rules 
and regulations, as may be necessary or appropriate in the public 
interest or for the protection of investors, and in furtherance of this 

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