【正文】 ents.Sec. 2. Definitions.Sec. 3. Commission rules and enforcement. TITLE I—PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD Sec. 101. Establishment。PUBLIC LAW 107–204—JULY 30, 2002 116 STAT. 745 Public Law 107–204107th CongressAn Act To protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, and for other purposes. Be it enacted by the Senate and House of Representatives ofthe United States of America in Congress assembled, SECTION 1. SHORT TITLE。 TABLE OF CONTENTS. (a) SHORT TITLE.—This Act may be cited as the ‘‘SarbanesOxley Act of 2002’’.(b) TABLE OF CONTENTS.—The table of contents for this Actis as follows:Sec. 1. Short title。 administrative provisions.Sec. 102. Registration with the Board.Sec. 103. Auditing, quality control, and independence standards and rules.Sec. 104. Inspections of registered public accounting firms.Sec. 105. Investigations and disciplinary proceedings.Sec. 106. Foreign public accounting firms.Sec. 107. Commission oversight of the Board.Sec. 108. Accounting standards.Sec. 109. Funding. TITLE II—AUDITOR INDEPENDENCE Sec. 201. Services outside the scope of practice of auditors.Sec. 202. Preapproval requirements.Sec. 203. Audit partner rotation.Sec. 204. Auditor reports to audit mittees.Sec. 205. Conforming amendments.Sec. 206. Conflicts of interest.Sec. 207. Study of mandatory rotation of registered public accounting firms. Sec. 208. Commission authority.Sec. 209. Considerations by appropriate State regulatory authorities. TITLE III—CORPORATE RESPONSIBILITY Sec. 301. Public pany audit mittees.Sec. 302. Corporate responsibility for financial reports.Sec. 303. Improper influence on conduct of audits.Sec. 304. Forfeiture of certain bonuses and profits.Sec. 305. Officer and director bars and penalties.Sec. 306. Insider trades during pension fund blackout periods.Sec. 307. Rules of professional responsibility for attorneys.Sec. 308. Fair funds for investors. TITLE IV—ENHANCED FINANCIAL DISCLOSURES Sec. 401. Disclosures in periodic reports.Sec. 402. Enhanced conflict of interest provisions.Sec. 403. Disclosures of transactions involving management and principal stock holders. July 30, 2002 [. 3763]SarbanesOxleyAct of 2002.Corporateresponsibility.15 USC 7201note. 116 STAT. 746 PUBLIC LAW 107–204—JULY 30, 2002 Sec. 404. Management assessment of internal controls.Sec. 405. Exemption.Sec. 406. Code of ethics for senior financial officers.Sec. 407. Disclosure of audit mittee financial expert.Sec. 408. Enhanced review of periodic disclosures by issuers.Sec. 409. Real time issuer disclosures. TITLE V—ANALYST CONFLICTS OF INTEREST Sec. 501. Treatment of securities analysts by registered securities associations and national securities exchanges. TITLE VI—COMMISSION RESOURCES AND AUTHORITY Sec. 601. Authorization of appropriations.Sec. 602. Appearance and practice before the Commission.Sec. 603. Federal court authority to impose penny stock bars.Sec. 604. Qualifications of associated persons of brokers and dealers. TITLE VII—STUDIES AND REPORTS Sec. 701. GAO study and report regarding consolidation of public accounting firms. Sec. 702. Commission study and report regarding credit rating agencies.Sec. 703. Study and report on violators and violationsSec. 704. Study of enforcement actions.Sec. 705. Study of investment banks. TITLE VIII—CORPORATE AND CRIMINAL FRAUD ACCOUNTABILITYSec. 801. Short title.Sec. 802. Criminal penalties for altering documents.Sec. 803. Debts nondischargeable if incurred in violation of securities fraud laws. Sec. 804. Statute of limitations for securities fraud.Sec. 805. Review of Federal Sentencing Guidelines for obstruction of justice and ex tensive criminal fraud.Sec. 806. Protection for employees of publicly traded panies who provide evidenceof fraud.Sec. 807. Criminal penalties for defrauding shareholders of publicly traded panies. TITLE IX—WHITECOLLAR CRIME PENALTY ENHANCEMENTS Sec. 901. Short title.Sec. 902. Attempts and conspiracies to mit criminal fraud offenses.Sec. 903. Criminal penalties for mail and wire fraud.Sec. 904. Criminal penalties for violations of the Employee Retirement Ine Se curity Act of 1974.Sec. 905. Amendment to sentencing guidelines relating to certain whitecollar offenses. Sec. 906. Corporate responsibility for financial reports. TITLE X—CORPORATE TAX RETURNS Sec. 1001. Sense of the Senate regarding the signing of corporate tax returns by chief executive officers. TITLE XI—CORPORATE FRAUD AND ACCOUNTABILITY Sec. 1101. Short title.Sec. 1102. Tampering with a record or otherwise impeding an official proceeding. Sec. 1103. Temporary freeze authority for the Securities and Exchange Commis sion.Sec. 1104. Amendment to the Federal Sentencing Guidelines.Sec. 1105. Authority of the Commission to prohibit persons from serving as officersor directors.Sec. 1106. Increased criminal penalties under Securities Exchange Act of 1934.15 USC 7201. SEC. 2. DEFINITIONS. (a) IN GENERAL.—In this Act, the following definitions shallapply:(1) APPROPRIATE STATE REGULATORY AUTHORITY.—The term‘‘a(chǎn)ppropriate State regulatory authority’’ means the Stateagency or other authority responsible for the licensure or otherregulation of the practice of accounting in the State or States PUBLIC LAW 107–204—JULY 30, 2002 116 STAT. 747having jurisdiction over a registered public accounting firm or associated person thereof, with respect to the matter in question. (2) AUDIT.—The term ‘‘a(chǎn)udit’’ means an examination ofthe financial statements of any issuer by an independent public accounting firm in accordance with the rules of the Board or the Commission (or, for the period preceding the ad