Impact of the Sarbanes-Oxley Act of 2002 on Non-U.S. Issuers


To Our Foreign Clients:

The Sarbanes-Oxley Act of 2002 (the “Act”), signed into law on July 30, is an attempt to help eliminate accounting fraud and restore confidence in the nation’s financial markets.  The Act makes significant changes in laws affecting directors, officers, and corporate reporting obligations.  The Act applies to any issuer, including any non-U.S. issuer, who has securities registered or is required to file reports under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or who has filed a registration statement under the Securities Act of 1933 that is not yet effective.  Issuers who merely submit information under Rule 12g3-2(b) of the Exchange Act are not subject to the Act.  The Act contains no explicit exemption for non-U.S. issuers.

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