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Outline
The Sarbanes-Oxley Act of 2002 (the “Act”) was enacted on July 30, 2002 in response to a series of accounting scandals and business failures in the United States. The Act’s stated objective is to restore investor confidence in public companies, their financial reporting and internal controls. To this end, the Act created significant new regulatory requirements relating to public companies. The scope of the Act encompasses not only domestic public companies, but also “foreign private issuers”, which generally are companies incorporated outside the United States that are required to file periodic or current reports (such as Annual Reports on Form 20-F and Current Reports on Form 6-K). Notably, the Act generally does not apply to non-U.S. companies furnishing information pursuant to Rule 12g3-2(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Many of the provisions of the Act make no distinction between domestic and non-U.S. companies. However, the United States Securities and Exchange Commission (the “SEC”) has recognized that these requirements may conflict with the laws, regulations, corporate governance standards and methods of providing auditor oversight in the home jurisdiction of many foreign private issuers. In adopting rules pursuant to the mandates of the Act, the SEC has therefore provided for a number of exemptions from and alternatives to the regulations that are available exclusively to non-U.S. public companies.
Applicable law
Detailed information
Corporate Responsibility
Enhanced Financial Disclosures
Audit Committees
Auditors
Enhanced Remedies and Miscellaneous Provisions
Frequently asked questions
Useful links
This site has been prepared by:
Martin Frey
Baker & McKenzie Zurich
Zollikerstrasse 225
8034 Zurich
Switzerland
Phone: +41 44 384 1414
Fax: +41 44 384 1284
E-mail:
martin.frey@bakernet.com
www.bakernet.com
November 2007 | 
