U.S. Code » Title 15 » Chapter CHAPTER 98— PUBLIC COMPANY ACCOUNTING REFORM AND CORPORATE RESPONSIBILITY › Subchapter SUBCHAPTER IV— ENHANCED FINANCIAL DISCLOSURES

15 U.S.C. § 7262

Management assessment of internal controls

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(a) Rules requiredThe Commission shall prescribe rules requiring each annual report required by section 78m(a) or 78o(d) of this title to contain an internal control report, which shall—(1) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and(2) contain an assessment, as of the end of the most recent fiscal year of the issuer, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting.(b) Internal control evaluation and reporting

With respect to the internal control assessment required by subsection (a), each registered public accounting firm that prepares or issues the audit report for the issuer, other than an issuer that is an emerging growth company (as defined in section 78c of this title), shall attest to, and report on, the assessment made by the management of the issuer. An attestation made under this subsection shall be made in accordance with standards for attestation engagements issued or adopted by the Board. Any such attestation shall not be the subject of a separate engagement.

(c) Exemption for smaller issuers

Subsection (b) shall not apply with respect to any audit report prepared for an issuer that is neither a “large accelerated filer” nor an “accelerated filer” as those terms are defined in Rule 12b–2 of the Commission (17 C.F.R. 240.12b–2).

(Pub. L. 107–204, title IV, § 404, July 30, 2002, 116 Stat. 789; Pub. L. 111–203, title IX, § 989G(a), July 21, 2010, 124 Stat. 1948; Pub. L. 112–106, title I, § 103, Apr. 5, 2012, 126 Stat. 310.)Editorial NotesAmendments

2012—Subsec. (b). Pub. L. 112–106 inserted “, other than an issuer that is an emerging growth company (as defined in section 78c of this title),” before “shall attest to”.

2010—Subsec. (c). Pub. L. 111–203 added subsec. (c).

Statutory Notes and Related SubsidiariesEffective Date of 2010 Amendment

Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.

Notes of Decisions
Cited in 10 cases (4 in the last 5 years), 2004–2024 · leading case: Horizon Asset Mgmt. Inc. v. H & R BLOCK, INC., 580 F.3d 755 (8th Cir. 2009).
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Horizon Asset Mgmt. Inc. v. H & R BLOCK, INC., 580 F.3d 755 (8th Cir. 2009). “See 15 U.S.C. § 7262 . The complaint is unclear about whether Horizon had direct knowledge of Campbell’s statement or whether Horizon is relying on the second-hand reporting of a confidential witness to whom Campbell made the statement.”
Thomas v. Tyco Int'l Mgmt. Co., 262 F. Supp. 3d 1328 (S.D. Fla. 2017). · cites it 2× “SOX § 404 provides, in relevant part, as follows: The ■ Commission shall prescribe rules requiring each annual report required by section 78m(a) or 78o(d) of this title to contain an internal control report, which shall — (1) state the responsibility of management for.”
Tides v. the Boeing Co., 644 F.3d 809 (9th Cir. 2011). “See 15 U.S.C. § 7262 (a). Auditors in the IT SOX Audit group performed audits and testing on information technology controls.”
Merrill Lynch & Co. v. Allegheny Energy, Inc., 229 F.R.D. 441 (S.D.N.Y. 2004). “”) with Sarbanes-Oxley § 404, 15 U.S.C. § 7262 (requiring management to report annually on internal controls and auditors to report on management's assessment of such controls).”
Weiss v. Amkor Tech., Inc., 527 F. Supp. 2d 938 (D. Ariz. 2007). “The Plaintiffs allege that Defendants Kim, as CEO and Chairman, and Defendant Joyce, as CFO, executed sworn certifications pursuant to the Sarbanes-Oxley Act of 2002 (“SOX”), 15 U.S.C. § 7262 , which falsely attested to the accuracy of Amkor’s financial statements and the…”
Brinker v. Axos Bank (S.D. Cal. 2023). “8 15 U.S.C. § 7262 (a)–(c). There appears to be nothing on the face of this statute to 9 suggest that it relates to shareholder fraud.”
Nobilis Health Corp. - Adversary Proceeding (Bankr. D. Del. 2024). “57 See 15 U.S.C. § 7262 (b) (exempting emerging growth companies from requirement that accounting firm attest to management assessment of internal controls).”
Skye Bioscience, Inc. v. Partner Re Ireland Ins. DAC (C.D. Cal. 2024). “§ 7241 and 404, 15 U.S.C. § 7262 (prohibiting filing of financial reports with the SEC that contain material untrue or misleading statements).”
Giuliano v. Fleming (D. Del. 2024). “57 See 15 U.S.C. § 7262 (b) (exempting emerging growth companies from requirement that accounting firm attest to management assessment of internal controls).”
Horizon Asset Mgmt. v. H&R Block, Inc. (8th Cir. 2009). “See 15 U.S.C. § 7262 . The complaint is unclear about whether Horizon had direct knowledge of Campbell’s statement or whether Horizon is relying on the second-hand reporting of a confidential witness to whom Campbell made the statement.”
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