The Sarbanes-Oxley Act of 2002

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

(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 follows:

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

TITLE I—PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD

• Sec. 101. Establishment; administrative provisions.
• Sec. 102. Registration with the Board.
• Sec. 103. Auditing, quality control, and independence standards and rules.
• 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.

TITLE II—AUDITOR INDEPENDENCE

• 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 accountingfirms.
• Sec. 208. Commission authority.
• Sec. 209. Considerations by appropriate State regulatory authorities.

TITLE III—CORPORATE RESPONSIBILITY

• 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.

TITLE IV—ENHANCED FINANCIAL DISCLOSURES

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

TITLE V—ANALYST CONFLICTS OF INTEREST

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

TITLE VI—COMMISSION RESOURCES AND AUTHORITY

• 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.

TITLE VIII—CORPORATE AND CRIMINAL FRAUD ACCOUNTABILITY

• 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.

TITLE IX—WHITE-COLLAR CRIME PENALTY ENHANCEMENTS

• 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 re-turns by chief executive officers.

TITLE XI—CORPORATE FRAUD AND ACCOUNTABILITY

• Sec. 1101. Short title.
• Sec. 1102. Tampering with a record or otherwise impeding an official proceeding.
• Sec. 1103. Temporary freeze authority for the Securities and Exchange Commission.
• 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 1934.
• Sec. 1107. Retaliation against informants.

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