© 2007 PROSKAUER ROSE LLP®

SARBANES-OXLEY ACT OF 2002

Presented by:

Julie M. Allenjallen@proskauer.com212.969.3155

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Sarbanes-Oxley Act

Enacted July 30, 2002

Response to decline in public trust

Corporate and accounting scandals—Enron, Tyco, Worldcom and others

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New or enhanced standards

— Public company boards and management

— Public accounting firms

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Administered by:

— Securities and Exchange Commission

— Stock exchanges

— Public Company Accounting Oversight Board

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Primary Focus of the Regulations

Auditor Independence

Corporate governance and responsibility

Financial disclosure

Internal controls

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Auditor Independence

Prohibition on non-audit services

Preapproval of services by the audit committee

Rotate lead auditing partner every five years

Independence of auditing firm from issuer

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Corporate Governance and Responsibility

Independent Audit Committee

Corporate whistleblowing

Executive officer certification of periodic reports

Disgorgement of bonus or incentive compensation in the event of restatement of financials

Loans to executives prohibited

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Enhanced Financial Disclosure

Disclosure of off-balance sheet arrangements

Trading by insiders to be reported within 2 business days

Code of Ethics for senior financial officers

Enhanced real-time disclosure of material events

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Section 404—Internal Controls

Internal control assessment by management and report

Auditor attestation

Most controversial aspect of SOX