SEC Issues Interpretive Guidance On ICFR

On June 20, 2007, the Securities and Exchange Commission ("SEC") issued interpretive guidance ("Guidance") to assist management of public companies in evaluating their internal control over financial reporting ("ICFR"), as required by Section 404 of the Sarbanes-Oxley Act of 2002 and Rules 13a-15(c) and 15d-15(c) of the Securities Exchange Act of 1934 ("Exchange Act"). The Guidance provides management with an approach to conduct a top-down, risk-based evaluation of ICFR. The same day, the SEC issued two rule releases. In one release, the SEC adopted final rules in which it:

• adopted amendments to its rules to facilitate management evaluations of ICFR by sanctioning the Guidance as a safe harbor;