This article was prepared by lawyers in the Corporate and Securities Group
On April 24, 2003, the Securities and Exchange Commission adopted revisions to Rule 13b2-2 promulgated under Section 13 of the Securities Exchange Act of 1934 in response to Section 303 of the Sarbanes-Oxley Act of 2002. The new rules are designed to ensure that management makes open and full disclosure to, and has honest discussions with, the independent auditor of the issuer’s financial statements. The new rules are effective June 27, 2003. See Release 34-47890; IC-26050; FR-71.
Application
The new rules prohibit officers and directors of any issuer, domestic or foreign, and persons acting under their direction, from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence any independent auditor engaged in the performance of an audit or review of the issuer’s financial statements that are filed with the SEC if that person knew, or should have known, that this
