California Still Requires “Mini” Sarbanes-Oxley Reports


Executive Summary

Shortly after the July 2002 adoption of the Sarbanes-Oxley Act, the California legislature weighed in on the

rush to corporate reform through the adoption of its own set of “Sarbanes-Oxley-like” reporting requirements

for public companies that are incorporated or doing business in California. See our client alerts: California

Follows the Sarbanes-Oxley Trend, October 2002; and California Secretary of State Issues Forms and

Instructions for New Information Reporting Requirements, January 2003. These client alerts analyzed amendments of Sections 1502 and 2117 of the California Corporations Code.

These California reporting requirements have been aptly described as a 'mini' California version of

Sarbanes-Oxley. As initially adopted, California’s reporting requirements were confusing and often

inconsistent with the reporting requirements under Sarbanes-Oxley. In response to this initial inconsistency, in

2004 the California legislature clarified somewhat and reduced the length and burden of its new reporting

requirements. However, the law still stands, in its amended form, in Sections 1502.1 and 2117.1 of the

California Corporations Code. Public companies incorporated or doing business in California should again

consider the need to comply.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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