dreamproit/uscode huggingface dataset:
15 U.S.C. § 7231 (COMMERCE AND TRADE)
§ 7231. Exemption authority
The Board may, on a case by case basis, exempt any person, issuer, public accounting firm, or transaction from the prohibition on the provision of services under section 78j–1(g) of this title, to the extent that such exemption is necessary or appropriate in the public interest and is consistent with the protection of investors, and subject to review by the Commission in the same manner as for rules of the Board under section 7217 of this title.
(Pub. L. 107–204, title II, § 201(b), July 30, 2002, 116 Stat. 772.)
15 U.S.C. § 7232 (COMMERCE AND TRADE)
§ 7232. Study of mandatory rotation of registered public accounting firms
(a) Study and review required
The Comptroller General of the United States shall conduct a study and review of the potential effects of requiring the mandatory rotation of registered public accounting firms.
(b) Report required
Not later than 1 year after July 30, 2002, the Comptroller General shall submit a report to the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives on the results of the study and review required by this section.
(c) Definition
For purposes of this section, the term “mandatory rotation” refers to the imposition of a limit on the period of years in which a particular registered public accounting firm may be the auditor of record for a particular issuer.
(Pub. L. 107–204, title II, § 207, July 30, 2002, 116 Stat. 775.)
15 U.S.C. § 7233 (COMMERCE AND TRADE)
§ 7233. Commission authority
(a) Commission regulations
Not later than 180 days after July 30, 2002, the Commission shall issue final regulations to carry out each of subsections (g) through (l) of section 78j–1 of this title.
(b) Auditor independence
It shall be unlawful for any registered public accounting firm (or an associated person thereof, as applicable) to prepare or issue any audit report with respect to any issuer, if the firm or associated person engages in any activity with respect to that issuer prohibited by any of subsections (g) through (l) of section 78j–1 of this title or any rule or regulation of the Commission or of the Board issued thereunder.
(Pub. L. 107–204, title II, § 208, July 30, 2002, 116 Stat. 775.)
15 U.S.C. § 7234 (COMMERCE AND TRADE)
§ 7234. Considerations by appropriate State regulatory authorities
In supervising nonregistered public accounting firms and their associated persons, appropriate State regulatory authorities should make an independent determination of the proper standards applicable, particularly taking into consideration the size and nature of the business of the accounting firms they supervise and the size and nature of the business of the clients of those firms. The standards applied by the Board under this Act should not be presumed to be applicable for purposes of this section for small and medium sized nonregistered public accounting firms.
(Pub. L. 107–204, title II, § 209, July 30, 2002, 116 Stat. 775.)
heading: References in Text
text: This Act, referred to in text, is Pub. L. 107–204, July 30, 2002, 116 Stat. 745, known as the Sarbanes-Oxley Act of 2002. For complete classification of this Act to the Code, see Tables.
15 U.S.C. § 7242 (COMMERCE AND TRADE)
§ 7242. Improper influence on conduct of audits
(a) Rules to prohibit
It shall be unlawful, in contravention of such rules or regulations as the Commission shall prescribe as necessary and appropriate in the public interest or for the protection of investors, for any officer or director of an issuer, or any other person acting under the direction thereof, to take any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified accountant engaged in the performance of an audit of the financial statements of that issuer for the purpose of rendering such financial statements materially misleading.
(b) Enforcement
In any civil proceeding, the Commission shall have exclusive authority to enforce this section and any rule or regulation issued under this section.
(c) No preemption of other law
The provisions of subsection (a) of this section shall be in addition to, and shall not supersede or preempt, any other provision of law or any rule or regulation issued thereunder.
(d) Deadline for rulemaking
The Commission shall—
(1) propose the rules or regulations required by this section, not later than 90 days after July 30, 2002; and
(2) issue final rules or regulations required by this section, not later than 270 days after July 30, 2002.
(Pub. L. 107–204, title III, § 303, July 30, 2002, 116 Stat. 778.)
15 U.S.C. § 7243 (COMMERCE AND TRADE)
§ 7243. Forfeiture of certain bonuses and profits
(a) Additional compensation prior to noncompliance with Commission financial reporting requirements
If an issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer, as a result of misconduct, with any financial reporting requirement under the securities laws, the chief executive officer and chief financial officer of the issuer shall reimburse the issuer for—
(1) any bonus or other incentive-based or equity-based compensation received by that person from the issuer during the 12-month period following the first public issuance or filing with the Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and
(2) any profits realized from the sale of securities of the issuer during that 12-month period.
(b) Commission exemption authority
The Commission may exempt any person from the application of subsection (a) of this section, as it deems necessary and appropriate.
(Pub. L. 107–204, title III, § 304, July 30, 2002, 116 Stat. 778.)
15 U.S.C. § 7245 (COMMERCE AND TRADE)
§ 7245. Rules of professional responsibility for attorneys
Not later than 180 days after July 30, 2002, the Commission shall issue rules, in the public interest and for the protection of investors, setting forth minimum standards of professional conduct for attorneys appearing and practicing before the Commission in any way in the representation of issuers, including a rule—
(1) requiring an attorney to report evidence of a material violation of securities law or breach of fiduciary duty or similar violation by the company or any agent thereof, to the chief legal counsel or the chief executive officer of the company (or the equivalent thereof); and
(2) if the counsel or officer does not appropriately respond to the evidence (adopting, as necessary, appropriate remedial measures or sanctions with respect to the violation), requiring the attorney to report the evidence to the audit committee of the board of directors of the issuer or to another committee of the board of directors comprised solely of directors not employed directly or indirectly by the issuer, or to the board of directors.
(Pub. L. 107–204, title III, § 307, July 30, 2002, 116 Stat. 784.)
15 U.S.C. § 7261 (COMMERCE AND TRADE)
§ 7261. Disclosures in periodic reports
(a) Omitted
(b) Commission rules on pro forma figures
Not later than 180 days after July 30, 2002, the Commission shall issue final rules providing that pro forma financial information included in any periodic or other report filed with the Commission pursuant to the securities laws, or in any public disclosure or press or other release, shall be presented in a manner that—
(1) does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the pro forma financial information, in light of the circumstances under which it is presented, not misleading; and
(2) reconciles it with the financial condition and results of operations of the issuer under generally accepted accounting principles.
(c) Study and report on special purpose entities
(1) Study required
The Commission shall, not later than 1 year after the effective date of adoption of off-balance sheet disclosure rules required by section 78m(j) of this title, complete a study of filings by issuers and their disclosures to determine—
(A) the extent of off-balance sheet transactions, including assets, liabilities, leases, losses, and the use of special purpose entities; and
(B) whether generally accepted accounting rules result in financial statements of issuers reflecting the economics of such off-balance sheet transactions to investors in a transparent fashion.
(2) Report and recommendations
Not later than 6 months after the date of completion of the study required by paragraph (1), the Commission shall submit a report to the President, the Committee on Banking, Housing, and Urban Affairs of the Senate, and the Committee on Financial Services of the House of Representatives, setting forth—
(A) the amount or an estimate of the amount of off-balance sheet transactions, including assets, liabilities, leases, and losses of, and the use of special purpose entities by, issuers filing periodic reports pursuant to section 78m or 78o of this title;
(B) the extent to which special purpose entities are used to facilitate off-balance sheet transactions;
(C) whether generally accepted accounting principles or the rules of the Commission result in financial statements of issuers reflecting the economics of such transactions to investors in a transparent fashion;
(D) whether generally accepted accounting principles specifically result in the consolidation of special purpose entities sponsored by an issuer in cases in which the issuer has the majority of the risks and rewards of the special purpose entity; and
(E) any recommendations of the Commission for improving the transparency and quality of reporting off-balance sheet transactions in the financial statements and disclosures required to be filed by an issuer with the Commission.
(Pub. L. 107–204, title IV, § 401, July 30, 2002, 116 Stat. 785.)
heading: Codification
text: Section is comprised of section 401 of Pub. L. 107–204. Subsec. (a) of section 401 of Pub. L. 107–204 amended section 78m of this title.
15 U.S.C. § 7262 (COMMERCE AND TRADE)
§ 7262. Management assessment of internal controls
(a) Rules required
The Commission shall prescribe rules requiring each annual report required by section 78m(a) or 78o(d) of this title to contain an internal control report, which shall—
(1) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and
(2) contain an assessment, as of the end of the most recent fiscal year of the issuer, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting.
(b) Internal control evaluation and reporting
With respect to the internal control assessment required by subsection (a) of this section, each registered public accounting firm that prepares or issues the audit report for the issuer, other than an issuer that is an emerging growth company (as defined in section 78c of this title), shall attest to, and report on, the assessment made by the management of the issuer. An attestation made under this subsection shall be made in accordance with standards for attestation engagements issued or adopted by the Board. Any such attestation shall not be the subject of a separate engagement.
(c) Exemption for smaller issuers
Subsection (b) shall not apply with respect to any audit report prepared for an issuer that is neither a “large accelerated filer” nor an “accelerated filer” as those terms are defined in Rule 12b–2 of the Commission (17 C.F.R. 240.12b–2).
(Pub. L. 107–204, title IV, § 404, July 30, 2002, 116 Stat. 789; Pub. L. 111–203, title IX, § 989G(a), July 21, 2010, 124 Stat. 1948; Pub. L. 112–106, title I, § 103, Apr. 5, 2012, 126 Stat. 310.)
heading: Amendments
text: 2012—Subsec. (b). Pub. L. 112–106 inserted “, other than an issuer that is an emerging growth company (as defined in section 78c of this title),” before “shall attest to”.
2010—Subsec. (c). Pub. L. 111–203 added subsec. (c).
heading: Effective Date of 2010 Amendment
text: Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.
15 U.S.C. § 7263 (COMMERCE AND TRADE)
§ 7263. Exemption
Nothing in section 401, 402, or 404, the amendments made by those sections, or the rules of the Commission under those sections shall apply to any investment company registered under section 80a–8 of this title.
(Pub. L. 107–204, title IV, § 405, July 30, 2002, 116 Stat. 789.)
heading: References in Text
text: Sections 401, 402, and 404, referred to in text, mean sections 401, 402, and 404 of Pub. L. 107–204. Section 401 enacted section 7261 of this title and amended section 78m of this title. Section 402 amended section 78m of this title. Section 404 enacted section 7262 of this title.
15 U.S.C. § 7264 (COMMERCE AND TRADE)
§ 7264. Code of ethics for senior financial officers
(a) Code of ethics disclosure
The Commission shall issue rules to require each issuer, together with periodic reports required pursuant to section 78m(a) or 78o(d) of this title, to disclose whether or not, and if not, the reason therefor, such issuer has adopted a code of ethics for senior financial officers, applicable to its principal financial officer and comptroller or principal accounting officer, or persons performing similar functions.
(b) Changes in codes of ethics
The Commission shall revise its regulations concerning matters requiring prompt disclosure on Form 8–K (or any successor thereto) to require the immediate disclosure, by means of the filing of such form, dissemination by the Internet or by other electronic means, by any issuer of any change in or waiver of the code of ethics for senior financial officers.
(c) Definition
In this section, the term “code of ethics” means such standards as are reasonably necessary to promote—
(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2) full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the issuer; and
(3) compliance with applicable governmental rules and regulations.
(d) Deadline for rulemaking
The Commission shall—
(1) propose rules to implement this section, not later than 90 days after July 30, 2002; and
(2) issue final rules to implement this section, not later than 180 days after July 30, 2002.
(Pub. L. 107–204, title IV, § 406, July 30, 2002, 116 Stat. 789.)
15 U.S.C. § 7265 (COMMERCE AND TRADE)
§ 7265. Disclosure of audit committee financial expert
(a) Rules defining “financial expert”
The Commission shall issue rules, as necessary or appropriate in the public interest and consistent with the protection of investors, to require each issuer, together with periodic reports required pursuant to sections 78m(a) and 78o(d) of this title, to disclose whether or not, and if not, the reasons therefor, the audit committee of that issuer is comprised of at least 1 member who is a financial expert, as such term is defined by the Commission.
(b) Considerations
In defining the term “financial expert” for purposes of subsection (a) of this section, the Commission shall consider whether a person has, through education and experience as a public accountant or auditor or a principal financial officer, comptroller, or principal accounting officer of an issuer, or from a position involving the performance of similar functions—
(1) an understanding of generally accepted accounting principles and financial statements;
(2) experience in—
(A) the preparation or auditing of financial statements of generally comparable issuers; and
(B) the application of such principles in connection with the accounting for estimates, accruals, and reserves;
(3) experience with internal accounting controls; and
(4) an understanding of audit committee functions.
(c) Deadline for rulemaking
The Commission shall—
(1) propose rules to implement this section, not later than 90 days after July 30, 2002; and
(2) issue final rules to implement this section, not later than 180 days after July 30, 2002.
(Pub. L. 107–204, title IV, § 407, July 30, 2002, 116 Stat. 790.)
15 U.S.C. § 7266 (COMMERCE AND TRADE)
§ 7266. Enhanced review of periodic disclosures by issuers
(a) Regular and systematic review
The Commission shall review disclosures made by issuers reporting under section 78m(a) of this title (including reports filed on Form 10–K), and which have a class of securities listed on a national securities exchange or traded on an automated quotation facility of a national securities association, on a regular and systematic basis for the protection of investors. Such review shall include a review of an issuer’s financial statement.
(b) Review criteria
For purposes of scheduling the reviews required by subsection (a) of this section, the Commission shall consider, among other factors—
(1) issuers that have issued material restatements of financial results;
(2) issuers that experience significant volatility in their stock price as compared to other issuers;
(3) issuers with the largest market capitalization;
(4) emerging companies with disparities in price to earning ratios;
(5) issuers whose operations significantly affect any material sector of the economy; and
(6) any other factors that the Commission may consider relevant.
(c) Minimum review period
In no event shall an issuer required to file reports under section 78m(a) or 78o(d) of this title be reviewed under this section less frequently than once every 3 years.
(Pub. L. 107–204, title IV, § 408, July 30, 2002, 116 Stat. 790.)
15 U.S.C. § 7302 (COMMERCE AND TRADE)
§ 7302. Composition of Teams
Each Team shall be composed of individuals selected by the Director and led by an individual designated by the Director. Team members shall include at least 1 employee of the National Institute of Standards and Technology and shall include other experts who are not employees of the National Institute of Standards and Technology, who may include private sector experts, university experts, representatives of professional organizations with appropriate expertise, and appropriate Federal, State, or local officials. Team members who are not Federal employees shall be considered Federal Government contractors.
(Pub. L. 107–231, § 3, Oct. 1, 2002, 116 Stat. 1472.)
15 U.S.C. § 7304 (COMMERCE AND TRADE)
§ 7304. Briefings, hearings, witnesses, and subpoenas
(a) General authority
The Director or his designee, on behalf of a Team, may conduct hearings, administer oaths, and require, by subpoena (pursuant to subsection (e) of this section) and otherwise, necessary witnesses and evidence as necessary to carry out this chapter.
(b) Briefings
The Director or his designee (who may be the leader or a member of a Team), on behalf of a Team, shall hold regular public briefings on the status of investigative proceedings and findings, including a final briefing after the report required by section 7307 of this title is issued.
(c) Public hearings
During the course of an investigation by a Team, the National Institute of Standards and Technology may, if the Director considers it to be in the public interest, hold a public hearing for the purposes of—
(1) gathering testimony from witnesses; and
(2) informing the public on the progress of the investigation.
(d) Production of witnesses
A witness or evidence in an investigation under this chapter may be summoned or required to be produced from any place in the United States. A witness summoned under this subsection is entitled to the same fee and mileage the witness would have been paid in a court of the United States.
(e) Issuance of subpoenas
A subpoena shall be issued only under the signature of the Director but may be served by any person designated by the Director.
(f) Failure to obey subpoena
If a person disobeys a subpoena issued by the Director under this chapter, the Attorney General, acting on behalf of the Director, may bring a civil action in a district court of the United States to enforce the subpoena. An action under this subsection may be brought in the judicial district in which the person against whom the action is brought resides, is found, or does business. The court may punish a failure to obey an order of the court to comply with the subpoena as a contempt of court.
(Pub. L. 107–231, § 5, Oct. 1, 2002, 116 Stat. 1474.)
15 U.S.C. § 7305 (COMMERCE AND TRADE)
§ 7305. Additional powers
In order to support Teams in carrying out this chapter, the Director may—
(1) procure the temporary or intermittent services of experts or consultants under section 3109 of title 5;
(2) request the use, when appropriate, of available services, equipment, personnel, and facilities of a department, agency, or instrumentality of the United States Government on a reimbursable or other basis;
(3) confer with employees and request the use of services, records, and facilities of State and local governmental authorities;
(4) accept voluntary and uncompensated services;
(5) accept and use gifts of money and other property, to the extent provided in advance in appropriations Acts;
(6) make contracts with nonprofit entities to carry out studies related to purpose, functions, and authorities of the Teams; and
(7) provide nongovernmental members of the Team reasonable compensation for time spent carrying out activities under this chapter.
(Pub. L. 107–231, § 6, Oct. 1, 2002, 116 Stat. 1474.)
15 U.S.C. § 7306 (COMMERCE AND TRADE)
§ 7306. Disclosure of information
(a) General rule
Except as otherwise provided in this section, a copy of a record, information, or investigation submitted or received by a Team shall be made available to the public on request and at reasonable cost.
(b) Exceptions
Subsection (a) of this section does not require the release of—
(1) information described by section 552(b) of title 5 or protected from disclosure by any other law of the United States; or
(2) information described in subsection (a) of this section by the National Institute of Standards and Technology or by a Team until the report required by section 7307 of this title is issued.
(c) Protection of voluntary submission of information
Notwithstanding any other provision of law, a Team, the National Institute of Standards and Technology, and any agency receiving information from a Team or the National Institute of Standards and Technology, shall not disclose voluntarily provided safety-related information if that information is not directly related to the building failure being investigated and the Director finds that the disclosure of the information would inhibit the voluntary provision of that type of information.
(d) Public safety information
A Team and the National Institute of Standards and Technology shall not publicly release any information it receives in the course of an investigation under this chapter if the Director finds that the disclosure of that information might jeopardize public safety.
(Pub. L. 107–231, § 7, Oct. 1, 2002, 116 Stat. 1475.)
15 U.S.C. § 7307 (COMMERCE AND TRADE)
§ 7307. National Construction Safety Team report
Not later than 90 days after completing an investigation, a Team shall issue a public report which includes—
(1) an analysis of the likely technical cause or causes of the building failure investigated;
(2) any technical recommendations for changes to or the establishment of evacuation and emergency response procedures;
(3) any recommended specific improvements to building standards, codes, and practices; and
(4) recommendations for research and other appropriate actions needed to help prevent future building failures.
(Pub. L. 107–231, § 8, Oct. 1, 2002, 116 Stat. 1475.)