Dodd-Frank Rules Changes Affecting Public Companies

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Act impacts a broad range of financial rules and regulations, including the following applicable to public companies:

• Internal controls attestation
• Executive compensation
• Proxy voting and access
• Beneficial ownership reporting
• Credit rating agency exemptions from Regulation FD and Securities Act "securitization" provisions
• Private placements  

Internal Controls Attestation Rules

Congress has made permanent the exception from internal control attestation requirements for non-accelerated filers, previously scheduled to expire this year. Accordingly, companies that that are not accelerated filers (generally, companies with public float less than $75 million at fiscal year end) will not be subject to annual auditor internal control attestation requirements imposed by section 404(b) of the Sarbanes-Oxley Act. In addition, Congress