Law Commons^™

Corporate Governance Issues, Peter Peterson, John Foster, Jeffrey M. Colon, William Treanor

Jeffrey M. Colon

No abstract provided.

Rethinking The Law Firm Organizational Form And Capitalization Structure , Edward S. Adams

Missouri Law Review

The goal of this Article is to examine the partnership model and advocate for a change in the Model Rules that would allow for public ownership of law firms, and to make disclosure of firm financials a mandatory requirement for all firms with over 100 lawyers. Part II explores the history and evolution of limited liability and law firm structures in the United States. Part III discusses incorporated law firms and MDPs and how they might benefit U.S. law firms. Part IV looks at the developments in the United Kingdom and Australia and the forces of globalization that have an …

Corporate Governance And Accountability, Renee M. Jones

Renee Jones

This book chapter on Corporate Governance and Accountability is a contribution to the book CORPORATE GOVERNANCE - SYNTHESIS OF THEORY, RESEARCH, AND PRACTICE (Wiley, forthcoming 2010), edited by Ronald Anderson and H. Kent Baker. This chapter describes the sources of corporate governance standards for American corporations and analyzes the accountability mechanisms designed to ensure that corporate officials act faithfully in their management of corporate affairs. The chapter focuses on the financial reporting system under the U.S. securities laws which forms the foundation of the accountability system, and discusses structures and rules designed to ensure the integrity of financial reporting. The …

The Implications Of Ifrs On The Functioning Of The Securities Antifraud Regime In The United States, Lance J. Phillips

Michigan Law Review

The United States is home to one of the most investor-friendly securities antifraud regimes in the world. Corporate misstatements that form the basis for a cause of action under one of the many antifraud provisions arise in a variety of contexts, an important one being as violations of U.S. generally accepted accounting principles ("GAAP"). For several years, the Securities and Exchange Commission has been considering changing the standardized accounting practice in the United States from GAAP to International Financial Reporting Standards ("IFRS") to promote comparability between global investment opportunities. IFRS is a principles-based system of accounting, while GAAP is rules …

Sarbanes-Oxley: Section 404 And The Death Of The Small Public Company, M Gregory Cutler

ExpressO

With the approaching implementation of § 404 of the Sarbanes-Oxley Act, there is widespread criticism of the enormous costs of complying with the section. Although § 404 arguably improves investor confidence by making the financial condition of a company more transparent, businesses argue that the costs are simply too high. The question remains as to whether high costs are a good enough reason to expose investors to the type of fraud Sarbanes-Oxley protects, or whether there are public policy reasons to ease the burdens.

This note examines the effects of § 404 on small businesses, and argues that public policy …

Alphaco: A Teaching Case On Information Technology Audit And Security, Hüseyin Tanriverdi, Joshua Bertsch, Jonathan Harrison, Po-Ling Hsiao, Ketan S. Mesuria, David Hendrawirawan

Journal of Digital Forensics, Security and Law

Recent regulations in the United States (U.S.) such as the Sarbanes-Oxley Act of 2002 require top management of a public firm to provide reasonable assurance that they institute internal controls that minimize risks over the firm’s operations and financial reporting. External auditors are required to attest to the management’s assertions over the effectiveness of those internal controls. As firms rely more on information technology (IT) in conducting business, they also become more vulnerable to IT related risks. IT is critical for initiating, recording, processing, summarizing and reporting accurate financial and non-financial data. Thus, understanding IT related risks and instituting internal …

Panel Discussion: Bigger Carrots And Bigger Sticks: Issues And Developments In Corporate Sentencing, Jill E. Fisch, Hon. John S. Martin, Richard C. Breeden, Timothy Coleman, Stephen M. Cutler, Celeste Koeleveld, Richard H. Walker

Fordham Journal of Corporate & Financial Law

No abstract provided.

Judicial Federalism In The Ecj's Berlusconi Case: Toward More Credible Corporate Governance And Financial Reporting Recent Development, Martin Gelter, Mathias M. Siems

Faculty Scholarship

In recent years, the general public in many countries has become increasingly aware of issues concerning business accounting and financial reporting. Americans hardly need to be reminded of the Enron debacle, where members of the company's senior management engaged in fraudulent off-balance sheet transactions to disguise the true state of the company's financial condition, a scheme that auditors failed to uncover until the company's implosion. This and other major corporate governance cases involving questionable or fraudulent accounting practices led to the Sarbanes-Oxley Act of 2002. This law was an unprecedented Congressional intervention into corporate governance, an arena that had previously …

Who's The Boss? Controlling Auditor Incentives Through Random Selection, David B. Kahn, Gary S. Lawson

Faculty Scholarship

It took the promise of knowledge to get Eve to yield to temptation. For people outside the Garden of Eden, money often does the job nicely. The U.S. capital markets are the locus of an enormous amount of money-and therefore of an enormous temptation for people who provide financial information to those markets to skew the reporting process to promote their own interests. The risk and potential consequences of skewed financial reporting are matters of grave concern.

Choosing Gatekeepers: The Financial Statement Insurance Alternative To Auditor Liability, Lawrence A. Cunningham

GW Law Faculty Publications & Other Works

Positioned in a lively current debate concerning how to design auditor incentives to optimize financial statement auditing, this Article presents the more ambitious financial statement insurance alternative. This breaks from the existing securities regulation framework to draw directly on insurance markets and law. Based on upon an evaluation of major structural and policy-related features of the concept, the assessment prescribes a framework to permit companies, on an experimental-basis and with investor approval, to use financial statement insurance as an optional alternative to the existing model of financial statement auditing backed by auditor liability.

The financial statement insurance concept, pioneered by …

Facilitating Auditing's New Early Warning System: Control Disclosure, Auditor Liability And Safe Harbors, Lawrence A. Cunningham

GW Law Faculty Publications & Other Works

This Article considers the interplay between new auditing standards governing audits of internal control over financial reporting and pre-existing legal standards governing auditor liability for audit failure. The interplay produces skewed liability incentives that, if unadjusted, threaten to impair the objective of this new control-audit regime. The regime's objective is, in part, to provide an early warning to financial statement users when current financial statements are reliable but control weaknesses indicate material risk of a company's future inability to produce reliable financial statements. To be meaningful, auditor disclosure of material weaknesses and potential effects is necessary.

While liability rules under …

A Model Financial Statement Insurance Act, Lawrence A. Cunningham

GW Law Faculty Publications & Other Works

Building on companion work investigating the efficacy of financial statement insurance (FSI) as an alternative to traditional auditor liability (ssrn.com/abstract=554863), this Article presents the terms of a national enabling statute to implement this concept. The Model Financial Statement Insurance Act uses the architecture of the U.S. Trust Indenture Act of 1939. It authorizes issuer application for qualification, in connection with annual proxy statement filings, of policies of financial statement insurance. The Model FSI Act deems a series of provisions necessary to achieve securities law objectives to be part of all financial statement insurance policies so proposed, and requires insurers to …

Corporate Governance Issues, Peter Peterson, John Foster, Jeffrey M. Colon, William Treanor

Fordham Journal of Corporate & Financial Law

No abstract provided.

Business Law Reform In The United States: Thinking Too Small?, Douglas C. Michael

Law Faculty Scholarly Articles

Dean Johan Henning presents the South African experience with business entity reform as one part of a coordinated whole. It included, for example, government funding for business, tax reforms, accounting and securities changes. Henning says that these reforms, though multi-faceted, had a uniform purpose: to use small business as an engine to improve the economy and to move “historically and socially disadvantaged groups” into the mainstream of the economy and the society.

These are noble goals and far reaching efforts, and a lot to ask of business entity reform. But because the South African experience was nonetheless successful by all …

Costs Paid With Other People's Money - Inaugural Address, A.A. Sommer, Jr. Annual Lecture In Corporate, Securities & Financial Law, Arthur Levitt

Fordham Journal of Corporate & Financial Law

No abstract provided.

10th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law

Continuing Legal Education Materials

Materials from the UK/CLE 10th Biennial Midwest/Midsouth Securities Law Conference held in February 2000.

Truth In Financial Statements: An Introduction, Douglas W. Hawes

Vanderbilt Law Review

When used in relation to a periodical, the word "symposium"refers to "a collection of opinions on a subject." The word derives from the Greek "sympinein," to drink together, and originally was applied to a drinking party in which conversation and intellectual entertainment played a vital part. To our "party" we have invited a distinguished group of authors representing in some cases widely differing points of view. They have contributed articles dealing with various aspects of these problems of financial reporting and auditing. We leave to you, the reader, and to those engaged in the continuing debate the final judgment on …

Sec Enforcement And Professional Accountants: Philosophy, Objectives And Approach, John C. Burton

Vanderbilt Law Review

The Commission's enforcement program in regard to professional accountants is one of the means by which it seeks to improve the quality and reliability of financial reporting in the United States. Effective utilization of this program can achieve an increasing quality of professional performance and the implementation on an industry-wide basis of improved quality control procedures, thereby assuring the vitality of auditing standards and public confidence in the profession as a whole. These objectives are being achieved through a selective, albeit vigorous, application of enforcement powers and the continued use of flexible and innovative approaches by the SEC. While the …