Connecticut Seal

Senate Bill No. 492

Public Act No. 04-56

AN ACT CONCERNING CORPORATE FRAUD ACCOUNTABILITY.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Section 33 of public act 03-259 is repealed and the following is substituted in lieu thereof (Effective from passage):

After the inception of an investigation by the state, or after reasonable knowledge by a person of the fact that a state investigation is likely to begin, no individual, [or publicly held] and no corporation the securities of which are registered under Section 12 of the Securities Exchange Act of 1934, as from time to time amended, or that is required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as from time to time amended, shall alter, falsify, destroy or conceal any record, document or tangible object for the purposes of impeding, obstructing or influencing an investigation by the state pertaining to [publicly held] securities issued by any such corporation.

Sec. 2. Subsection (a) of section 34 of public act 03-259 is repealed and the following is substituted in lieu thereof (Effective from passage):

(a) No [publicly held corporation or] corporation organized under the laws of this state or authorized to transact business in this state, the securities of which are registered under Section 12 of the Securities Exchange Act of 1934, as from time to time amended, or that is required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as from time to time amended, and no officer, employee, contractor, subcontractor [,] or agent of [a publicly held] any such corporation, may discharge, demote, suspend, threaten, harass [,] or in any manner discriminate against [an] any employee who performs any portion of such employee's employment duties within this state in the terms and conditions of employment because of any lawful act done by the employee (1) to provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct that the employee reasonably believes constitutes a violation of 18 USC Section 1341, 1343, 1344 or 1348, any rule or regulation of the Securities and Exchange Commission, or any provision of federal or state law relating to fraud against shareholders, when the information or assistance is provided to or the investigation is conducted by (A) a federal or state regulatory or law enforcement agency, (B) a member or committee of Congress or the General Assembly, or (C) a person with supervisory authority over the employee, or such other person working for the employer who has the authority to investigate, discover or terminate misconduct, or (2) to file [,] or cause to be filed a proceeding, or to testify, participate [in,] or otherwise assist in a proceeding filed or about to be filed, with any knowledge of the employer, relating to an alleged violation of 18 USC Section 1341, 1343, 1344 or 1348, any rule or regulation of the Securities and Exchange Commission, or any provision of federal or state law relating to fraud against shareholders.

Sec. 3. Section 35 of public act 03-259 is repealed and the following is substituted in lieu thereof (Effective from passage):

No accountant who conducts an audit of a [publicly held] corporation the securities of which are registered under Section 12 of the Securities Exchange Act of 1934, as from time to time amended, or that is required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as from time to time amended, shall alter, destroy or conceal any documents sent, received or created in connection with such audit and containing conclusions, opinions, analyses [,] or financial data related to such audit for a period extending from the end of the fiscal period in which the audit was concluded until seven years after the conclusion of the audit.

Sec. 4. Subsection (c) of section 20-281k of the general statutes, as amended by section 43 of public act 03-259, is repealed and the following is substituted in lieu thereof (Effective from passage):

(c) Nothing [herein] in this section shall require a licensee to keep any workpaper beyond the period prescribed in any other applicable statute, except that any workpaper prepared by a licensee in the course of an audit of a [publicly held] corporation the securities of which are registered under Section 12 of the Securities Exchange Act of 1934, as from time to time amended, or that is required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as from time to time amended, shall be retained for the period described in section 35 of [this act] public act 03-259, as amended by this act.

Approved May 10, 2004