ABSTRACT
Small public companies scored a number of victories with the enactment of the Dodd-Frank Financial Reform Act of 2010. The most notable victory is their exemption from the now infamous Section 404 requirement enacted by the Sarbanes-Oxley Act of 2002 (SOX) that management's assessment of the reporting company's internal controls be annually attested to by the firm's independent auditor. Although so-called non-accelerated filers had not been subject to this requirement, the stream of delays in imposing Section 404 appeared unlikely to be continued. Small issuers received favorable mention in other areas. Section 951 of Dodd-Frank authorizes the SEC to provide exemptions when it believes regulation would disproportionately burden small issuers. Listing requirements may also relax or eliminate independence requirements for compensation committees. As the pre-Dodd-Frank history reflects, many non-accelerated filers voluntarily subjected themselves to Section 404 and we also are aware that many companies have voluntarily embraced "say on pay" procedures and even adopted procedures for shareholders to nominate directors.
