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Memorandum Concerning Criminal Penalties of Section 906 of the Sarbanes-Oxley Statute

By Gerald Walpin
October 23, 2002

Section 906 of the Sarbanes-Oxley Act of 2002 requires financial reports filed by a corporate issuer with the SEC pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 be accompanied by a written statement of the CEO and CFO, certifying, inter alia, that the financial report "fairly presents, in all material respects, the financial condition and results of operations of the issuer." That statute also fixes criminal penalties for anyone who certifies a financial statement that does not "comport with" this requirement at a maximum of ten years imprisonment if the officer made such certificate ""knowing that the periodic report accompanying the statement does not comport with all the requirements," and up to twenty years for the same act if done "willfully."