I read a little blurb a few weeks back about publishing house John Wiley & Sons' plans to print a "Sarbanes-Oxley for Dummies," the latest edition to its best-selling series.

Due out in January, according to the company's Web site, the book is being tagged as a "simple guide to the complex new accounting rules under Sarbanes-Oxley." And though I'm all for the saying that it's better late than never, anyone who needs an overview of the changes SOX has wrought in terms of corporate governance -- and has waited three years to search that impact out -- well, for lack of a better term, they might really be a dummy.

I didn't hear back from Wiley about who exactly the book's target market is, but I sincerely hope the accountants, lawyers, business owners and corporate managers mentioned on the book's Web page aren't the accountants, lawyers, business owners or corporate managers who come anywhere near my money.

The business world might be better served by having a "plain-English guide" that explains the legislation practically, but the truth of the thing is that much of SOX is being read in grays -- not black and white -- and as public companies of varying sizes and resources have sifted through what the changes mean for them, many affected by the law have said that the provision's effects are steeped in expensive documentation mandates for auditors.

Next week in San Francisco, the Securities and Exchange Commission will hold its annual Small Business Capital Formation Forum, in conjunction with a meeting of the commission's advisory committee on smaller public companies. The SEC organized the advisory committee in March to examine the impact of the federal securities laws on smaller companies, including Sarbanes-Oxley.

While the committee's final report isn't due until April 2006, in mid-August the committee already announced three recommendations that it will make to the SEC, including:

  • Create a one-year deferral extending the compliance date for non-accelerated filers to the fiscal year ending after July 15, 2007.
  • Modify the definition of a "small company" -- raising the market cap floor for accelerated filers (currently $75 million) so that the bottom 6 percent of total market capitalization in the U. S. falls below the adjusted floor (expected to be around $700 million).
  • Allow "small public companies" (as defined by the committee) to avoid the accelerated filing deadlines that are scheduled for phase-in over the next year.

The SOX Act is continuing to take shape and maybe that's the reason it took so many years for the Dummies authors to sort out exactly what an implementation framework for companies should entail and figure out what a summary of best practices should include. But even if the smallest of small public companies is struggling with the ins and the outs of SOX, I hope they've long ago turned to a CPA or their auditor before having to wait for the publication of anything with the word "Dummies" in the title.

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