Auditor Attestation Report Required Under Section 404 of Sarbanes-Oxley Extended for an Additional Year

September 26, 2008 Small Business Securities Newsletter

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From the September 2008 Small Business Securities Newsletter, published by the Securities Practice Group to provide timely and useful information to CEOs, CFOs, and General Counsel.

On June 20, 2008, the SEC approved a one-year extension for smaller public companies to comply with the outside auditor attestation report required under Section 404(b) of Sarbanes-Oxley. As amended, “non-accelerated filers” (those with a public float of less than $75 million) will be required to provide the attestation report of their outside auditors of management’s assessment of the effectiveness of the issuer’s internal control over financial reporting beginning with fiscal years ending on or after December 15, 2009. The one-year deferral will give these companies additional time to consider the Public Company Accounting Oversight Board’s guidance on internal control audits and give auditors of non-accelerated filers more time to incorporate such guidance into their planning and conduct of internal control audits in 2009. Non-accelerated filers and smaller reporting companies will continue to include in their Annual Reports on Form 10-K, management’s report on the effectiveness of the issuer’s internal control over financial reporting.