Skill

legalcode-sox-compliance-assessment

SOX (Sarbanes-Oxley Act of 2002, Pub. L. 107-204) compliance assessment for SEC-reporting companies covering Section 302 CEO/CFO disclosure controls and procedures (DC&P) certification (17 CFR § 240.13a-14), Section 404(a) management assessment of internal controls over financial reporting (ICFR) under the COSO 2013 Internal Control — Integrated Framework (5 components, 17 principles), Section 404(b) auditor attestation requirements (large accelerated filers and accelerated filers under PCAOB AS 2201), Section 301 audit committee independence and confidential whistleblower complaint procedures, Section 906 criminal certification obligations (18 U.S.C. § 1350), and Section 304/SEC Rule 10D-1 executive compensation clawback. Determines Section 404(b) applicability by filer category: large accelerated filer (≥$700M public float, §404(b) required), accelerated filer ($75M–$700M, §404(b) required), non-accelerated filer/SRC/EGC (§404(b) exempt). Assesses all four IT General Controls (ITGC) domains: access to programs and data, program change management, computer operations, and systems development/implementation. Evaluates SOC 1 Type II report reliance mechanics (SSAE 18/AT-C 320) including complementary user entity controls (CUECs), bridge letters, and carve-out vs. inclusive method for service organizations. Classifies deficiencies using PCAOB AS 2201 terminology: EFFECTIVE / CONTROL DEFICIENCY / SIGNIFICANT DEFICIENCY / MATERIAL WEAKNESS, with automatic Material Weakness triggers for fraud by senior management, prior-period restatement, auditor-detected material misstatement, and ineffective audit committee (AS 2201 §§ 69-70). Covers December 2023 SEC cybersecurity disclosure Rule (Form 8-K Item 1.05, 4-business-day reporting, Form 10-K governance disclosure) and its interaction with ICFR. Produces management's ICFR assessment documentation framework, deficiency remediation roadmap with IMMEDIATE/NEAR-TERM/BACKGROUND prioritization, and an annual SOX compliance calendar. Use when a public company must assess readiness for annual Section 302/404 certifications, when a material weakness has been identified or disclosed, when preparing for PCAOB audit or inspection, when transitioning from private to public company (IPO, de-SPAC), when material business changes require ICFR scope updates, or when building a SOX compliance program from scratch.