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Articles 1 - 4 of 4
Full-Text Articles in Securities Law
Clarifying The Original Clawback: Interpreting Sarbanes-Oxley Section 304 Through The Lens Of Dodd-Frank Section 954, J. Royce Fichtner, Patrick Heaston, Lou Ann Simpson
Clarifying The Original Clawback: Interpreting Sarbanes-Oxley Section 304 Through The Lens Of Dodd-Frank Section 954, J. Royce Fichtner, Patrick Heaston, Lou Ann Simpson
The Journal of Business, Entrepreneurship & the Law
In the early 2000s, major accounting scandals involving reporting violations and audit failures sent the United States financial markets into turmoil. Congress and President George W. Bush reacted to the controversy by passing the Public Company Accounting Reform and Investor Protection Act, better known as the Sarbanes–Oxley Act (SOX), in July of 2002. Section 304 created an explicit procedure, whereby the SEC could disgorge or clawback a CEO or CFO’s incentive-based compensation or stock gains when such profits were based on inflated financial statements later required to be restated to reflect the company’s true financial position. When the stock market …
Confronting The Circularity Problem In Private Securities Litigation, Jill E. Fisch
Confronting The Circularity Problem In Private Securities Litigation, Jill E. Fisch
All Faculty Scholarship
Many critics argue that private securities litigation fails effectively either to deter corporate misconduct or to compensate defrauded investors. In particular, commentators reason that damages reflect socially inefficient transfer payments—the so-called circularity problem. Fox and Mitchell address the circularity problem by identifying new reasons why private litigation is an effective deterrent, focusing on the role of disclosure in improving corporate governance. The corporate governance rationale for securities regulation is more powerful than the authors recognize. By collecting and using corporate information in their trading decisions, informed investors play a critical role in enhancing market efficiency. This efficiency, in turn, allows …
Criminalization Of Corporate Law: The Impact Of Criminal Sanctions On Corporate Misconduct, Donna M. Nagy
Criminalization Of Corporate Law: The Impact Of Criminal Sanctions On Corporate Misconduct, Donna M. Nagy
Articles by Maurer Faculty
No abstract provided.
The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax
The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax
Faculty Scholarship
This Article argues that, instead of dramatically altering the responsibilities of corporate officers and directors, Sarbanes-Oxley confirms at least some case law and other recent articulations of management’s fiduciary duty. At a minimum, recent allegations regarding corporate misconduct may suggest some degree of confusion on the pat of corporate officers and directors about the manner in which they should comply with their fiduciary duty. By requiring more exacting standards of conduct from these corporate agents, Sarbanes-Oxley may not only clear up that confusion, but also may represent a natural extension of recent pronouncements by Delaware courts, the SEC and other …