Page:United States Statutes at Large Volume 116 Part 1.djvu/804

 116 STAT. 778 PUBLIC LAW 107-204-^ULY 30, 2002 (b) FOREIGN REINCORPORATIONS HAVE NO EFFECT. — Nothing in this section 302 shall be interpreted or applied in any way to allow any issuer to lessen the legal force of the statement required under this section 302, by an issuer having reincorporated or having engaged in any other transaction that resulted in the transfer of the corporate domicile or offices of the issuer from inside the United States to outside of the United States. (c) DEADLINE.— The rules required by subsection (a) shall be effective not later than 30 days after the date of enactment of this Act. 15 USC 7242. SEC. 303. IMPROPER INFLUENCE ON CONDUCT OF AUDITS. (a) RULES TO PROHIBIT. —I t shall be unlawful, in contravention of such rules or regulations as the Commission shall prescribe as necessary and appropriate in the public interest or for the protection of investors, for any officer or director of an issuer, or any other person acting under the direction thereof, to take any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified accountant engaged in the performance of an audit of the financial statements of that issuer for the purpose of rendering such financial statements materially misleading. (b) ENFORCEMENT.—In any civil proceeding, the Commission shall have exclusive authority to enforce this section and any rule or regulation issued under this section. (c) No PREEMPTION OF OTHER LAW. —The provisions of subsection (a) shall be in addition to, and shall not supersede or preempt, any other provision of law or any rule or regulation issued thereunder. (d) DEADLINE FOR RULEMAKING. —The Commission shall— (1) propose the rules or regulations required by this section, not later than 90 days after the date of enactment of this Act; and (2) issue final rules or regulations required by this section, not later than 270 days after that date of enactment. 15 USC 7243. SEC. 304. FORFEITURE OF CERTAIN BONUSES AND PROFITS. (a) ADDITIONAL COMPENSATION PRIOR TO NONCOMPLLVNCE WITH COMMISSION FINANCIAL REPORTING REQUIREMENTS. — If an issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer, as a result of misconduct, with any financial reporting requirement under the securities laws, the chief executive officer and chief financial officer of the issuer shall reimburse the issuer for— (1) any bonus or other incentive-based or equity-based compensation received by that person from the issuer during the 12-month period following the first public issuance or filing with the Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and (2) any profits realized from the sale of securities of the issuer during that 12-month period. (b) COMMISSION EXEMPTION AUTHORITY.— The Commission may exempt any person from the application of subsection (a), as it deems necessary and appropriate. SEC. 305. OFFICER AND DIRECTOR BARS AND PENALTIES. (a) UNFITNESS STANDARD. —

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