• Status Report: Sarbanes-Oxley and High-Yield Debt Issuers
  • May 15, 2003 | Authors: Robert Seber; Bradley Gerald Luria
  • Law Firm: Dechert LLP - New York Office
  • Yes. Sarbanes-Oxley has two kinds of provisions, those with general implications for the capital market (e.g., the creation of the Public Company Accounting Oversight Board) and those directly addressed toward companies. The latter cover any "issuer," which is a term specifically defined in the Act. A company that places debt securities in a registered offering┬┐whether in an original issuance or in an exchange offer following a Rule 144A offering┬┐is an "issuer," and thus governed by Sarbanes-Oxley, from the time of filing the registration statement, even if its equity is held privately.