Amendments to Rules Regarding Management's Report on Internal Control Over Financial Reporting
We are adopting an amendment to our rules to clarify that an evaluation which complies with the Commission's interpretive guidance published in this issue of the Federal Register in Release No. 34-55929 is one way to satisfy the requirement for management to evaluate the effectiveness of the issuer's internal control over financial reporting. We are also amending our rules to define the term material weakness and to revise the requirements regarding the auditor's attestation report on the effectiveness of internal control over financial reporting. The amendments are intended to facilitate more effective and efficient evaluations of internal control over financial reporting by management and auditors.
Revisions to the Eligibility Requirements for Primary Securities Offerings on Forms S-3 And F-3
We are proposing to amend the eligibility requirements of Form S-3 and Form F-3 to allow domestic and foreign private issuers to conduct primary securities offerings on these forms without regard to the size of their public float or the rating of debt they are offering, so long as they satisfy the other eligibility conditions of the respective form and do not sell more than the equivalent of 20% of their public float in primary offerings pursuant to the new instructions on these forms over any period of 12 calendar months. The amendments are intended to allow more companies to benefit from the greater flexibility and efficiency in accessing the public securities markets afforded by Form S-3 and Form F-3 without compromising investor protection. The proposal would not extend to shell companies, however, which would be prohibited from using Form S-3 and Form F-3 for primary offerings until 12 calendar months after they cease being shell companies.
Termination of Foreign Private Issuer's Registration of a Class of Securities Under Section 12(G) and Duty to File Reports Under Section 13(A) or 15(D) of the Securities Exchange Act of 1934
The Commission adopted amendments to the language of the third-party and issuer tender offer best-price rules on November 1, 2006. This document contains a correction to the final rule that was published on April 5, 2007 [72 FR 16934].
Oversight of Credit Rating Agencies Registered as Nationally Recognized Statistical Rating Organizations
The Commission is adopting rules to implement provisions of the Credit Rating Agency Reform Act of 2006 (the ``Rating Agency Act''), enacted on September 29, 2006. The Rating Agency Act defines the term ``nationally recognized statistical rating organization,'' provides authority for the Commission to implement registration, recordkeeping, financial reporting, and oversight rules with respect to registered credit rating agencies, and directs the Commission to issue final implementing rules no later than 270 days after its enactment (or by June 26, 2007). The rule and form prescribing the process for a credit rating agency to apply for registration are immediately effective. The remaining rules are effective on June 26, 2007.