Law Commons^™

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

Fordham Journal of Corporate & Financial Law

No abstract provided.

The New Mandate Of The Corporate Lawyer After The Fall Of Enron And The Enactment Of The Sarbanes-Oxley Act, Christina R. Salem

Fordham Journal of Corporate & Financial Law

No abstract provided.

Rebuilding Accountability In The Boardroom, Stephen M. Davis

Richmond Journal of Global Law & Business

No abstract provided.

Exploring The Sarbanes-Oxley Act: Will Government Intervention In The Public Accounting Profession Prevent Another Enron?, Sally S. Spielvogel

Kentucky Law Journal

No abstract provided.

Turn Up The Volume: The Need For "Noisy Withdrawal" In A Post Enron Society, Ryan Morrison

Kentucky Law Journal

No abstract provided.

Securities Law: Section 307 Of The Sarbanes-Oxley Act: Irreconcilable Conflict With The Aba's Model Rules And The Oklahoma Rules Of Professional Conduct?, Jennifer Wheeler

Oklahoma Law Review

No abstract provided.

Texas Annual Survey: Securities Regulation, George Lee Flint Jr

Faculty Articles

The Texas Legislature passed Sunset Legislation that distinguished between securities dealers and investment advisors that allowed the Texas Securities Act (“TSA”) to comply with national trends in securities regulation. The court struggled with definitions of “control person” and “evidence of indebtedness.” However, the Sunset Legislation allowed the expanded Board to submit emergency cease and desist orders and to conduct surprise inspections of registered dealers and sellers of securities. Violation of a cease and desist order became a criminal offense.

The Sarbanes-Oxley Act increased the existing statute of limitations under the federal securities laws for private causes of action involving claims …

Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, The Thirty-Third Annual Administrative Law Issue Agencies, Economic Justice, And Private Initiatives, Jill E. Fisch, Caroline M. Gentile

Faculty Scholarship

The Securities and Exchange Commission introduced a new corporate governance structure, the qualified legal compliance committee, as part of the professional standards of conduct for attorneys mandated by the Sarbanes-Oxley Act of 2002. QLCCs are consistent with the Commission's general approach to improving corporate governance through specialized committees of independent directors. This Article suggests, however, that assessing the benefits and costs of creating QLCCs may be more complex than is initially apparent. Importantly, QLCCs are unlikely to be effective in the absence of incentives for active director monitoring. This Article concludes by considering three ways of increasing these incentives.

Closing A Bankruptcy Loop-Hole Or Impairing A Debtor's Fresh Start? Sarbanes-Oxley Creates A New Exception To Discharge, Lucian Murley

Kentucky Law Journal

No abstract provided.

Executive Certification Requirements In The Sarbanes-Oxley Act Of 2002: A Case For Criminalizing Executive Recklessness, Christopher Wyant

Seattle University Law Review

This Comment focuses on sections 302 and 906 of the Sarbanes-Oxley Act. Section 302 requires Chief Executive Officers (CEOs) and Chief Financial Officers (CFOs), or their equivalents, to personally certify the accuracy of financial disclosure filings required by the SEC and to vouch for the reliability of the internal corporate controls that produce that information.'4 Section 906 contains an additional certification requirement and provides specific criminal penalties for willful or knowing violations of that requirement.'" An efficiency-based analysis of these two sections of the Sarbanes-Oxley Act suggests that including a recklessness standard of intent would be more likely to increase …

Reforming Securities Class Actions From The Bench: Judging Fiduciaries And Fiduciary Judging, Lisa L. Casey

Journal Articles

The attorneys' fees awarded to plaintiffs’ counsel in securities fraud class actions have generated controversy for years. Critics have claimed that enormous fee awards come at the expense of defrauded investors and simply spur extortionate lawsuits against issuers and other potential deep pocket defendants. Commentators also have raised concerns that plaintiffs' class action lawyers manipulated class representatives, persons who had little incentive to monitor class counsel’s activities.

To address these concerns, Congress enacted the Private Securities Litigation Reform Act ("PSLRA"). Among other things, the statute sought to protect absent class members by giving control of the litigation to lead plaintiffs …

The Attorney As Gatekeeper: An Agenda For The Sec, John C. Coffee Jr.

Faculty Scholarship

Section 307 of the Sarbanes-Oxley Act authorizes the SEC to prescribe "minimum standards of professional conduct" for attorneys "appearing or practicing" before it. Although the initial debate has focused on issues of confidentiality, this terse statutory provision frames and seemingly federalizes a much larger question: What is the role of the corporate attorney in public securities transactions? Is the attorney's role that of (a) an advocate, (b) a transaction cost engineer, or, more broadly, (c) a gatekeeper – that is, a reputational intermediary with some responsibility to monitor the accuracy of corporate disclosures? Skeptics of any gatekeeper role for attorneys …