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ARTICLE · 27 MAY 2003

Sarbanes-Oxley Act Update - SEC Issues New Rules Under Section 303 Prohibiting Improper Influence Of Auditors

United StatesFinance and Banking

On May 20, 2003, the SEC issued new rules under Section 303 of the Sarbanes-Oxley Act, which prohibit officers and directors of an issuer, and persons acting under their direction, from taking "any action to coerce, manipulate, mislead, or fraudulently influence" the auditor of the issuer's financial statements if that person "knew or should have known that such action, if successful, could result in rendering [such statements] materially misleading." Sound like common sense? Well, it is, sort of . . . . The new rules, which become effective on June 27, 2003, cover broad categories of people and conduct.

Persons Covered

  • Directors and Officers. In addition to corporate directors, the SEC has defined the term "officer" to include the issuer's president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person routinely performing corresponding functions with respect to any organization. The term "officer"
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