NYSE, NASDAQ & AMEX ISSUERS

With Section 404 of the Sarbanes-Oxley Act (SOX) at the center of compliance efforts to date, it’s easy to forget that the regulatory burden facing U.S. public issuers extends far beyond accounting rules and internal controls. A few examples:

• Section 302 of SOX requires CEOs and CFOs to personally certify that they have established and maintain “disclosure controls and procedures”
• The NYSE Listed Company Manual requires an annual certification by CEOs that they are not aware of any violation of the exchange’s corporate governance listing standards
• The U.S. Federal Sentencing Guidelines mandate the establishment, monitoring and company-wide exposure of an “effective compliance program”

Apart from shareholder lawsuits and reputational damage, a corporate officer who fails to comply or submits an inaccurate certification, even as the result of a mistake, is subject to a fine up to $1 million and 10 years in prison.

The case law is clear: the fiduciary duty of a director or officer includes ensuring that the company has an effective compliance program

CRSTL’s compliance databases for public issuers listed on the NYSE, NASDAQ and Amex are designed to ensure that your compliance program meets the requirements of Sarbanes-Oxley, the 1933 and 1934 Acts, stock exchange listing rules and associated regulations, covering topics such as:

• CEO and CFO certifications pursuant to SOX 302
• Related party transactions
• Off-balance sheet arrangements
• Approvals of audit and non-audit services
• Prohibitions on trading during pension fund blackout periods

CRSTL’s database for U.S public issuers helps to ensure overall compliance with SOX and its associated securities legislation. Our law firm partners have thoroughly reviewed all of the compliance requirements, translated the complex legal provisions into simple business language and created detailed questionnaires that enable clients to understand and manage their obligations.

For the convenience of our clients, the integrates the listing rules of the three major North American stock exchanges – NYSE, NASDAQ and AMEX – to yield a truly comprehensive set of compliance requirements.

Try our SOX Online Scorecard for a quick assessment of your organization’s state of compliance with the SOX legislation and contact us today to learn how CRSTL’s compliance database for U.S. public issuers can give your directors, senior management and shareholders confidence in the effectiveness of your regulatory compliance program.