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Articles 1 - 19 of 19
Full-Text Articles in Entire DC Network
Addressing The Auditor Independence Puzzle: Regulatory Models And Proposal For Reform, Martin Gelter, Aurelio Gurrea-Martinez
Addressing The Auditor Independence Puzzle: Regulatory Models And Proposal For Reform, Martin Gelter, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Auditors play a major role in corporate governance and capital markets. Ex ante, auditors facilitate firms’ access to finance by fostering trust among public investors. Ex post, auditors can prevent misbehavior and financial fraud by corporate insiders. In order to fulfill these goals, however, in addition to having the adequate knowledge and expertise, auditors must perform their functions in an independent manner. Unfortunately, auditors are subject to conflicts of interest by, for example, providing non-audit services or the mere fact of being hired and paid by the audited company. Therefore, even if auditors act independently, investors have reason to think …
Dictation And Delegation In Securities Regulation, Usha Rodrigues
Dictation And Delegation In Securities Regulation, Usha Rodrigues
Scholarly Works
When Congress undertakes major financial reform, either it dictates the precise contours of the law itself or it delegates the bulk of the rulemaking to an administrative agency. This choice has critical consequences. Making the law self-executing in federal legislation is swift, not subject to administrative tinkering, and less vulnerable than rulemaking to judicial second-guessing. Agency action is, in contrast, deliberate, subject to ongoing bureaucratic fiddling and more vulnerable than statutes to judicial challenge.
This Article offers the first empirical analysis of the extent of congressional delegation in securities law from 1970 to the present day, examining nine pieces of …
Collaborative Gatekeepers, Stavros Gadinis, Colby Mangels University Of California - Berkeley
Collaborative Gatekeepers, Stavros Gadinis, Colby Mangels University Of California - Berkeley
Washington and Lee Law Review
In their efforts to hold financial institutions accountable after the 2007 financial crisis, U.S. regulators have repeatedly turned to anti-money-laundering laws. Initially designed to fight drug cartels and terrorists, these laws have recently yielded billion-dollar fines for all types of bank engagement in fraud and have spurred an overhaul of financial institutions’ internal compliance. This increased reliance on anti-money-laundering laws, we argue, is due to distinct features that can better help regulators gain insights into financial fraud. Most other financial laws enlist private firms as gatekeepers and hold them liable if they knowingly or negligently engage in client fraud. Yet, …
The Lawyer's Duty Of Disclosure Ethics And Sarbanes-Oxley The New Conundrum For Patent Lawyers, Abraham C. Reich, Steven J. Rocci
The Lawyer's Duty Of Disclosure Ethics And Sarbanes-Oxley The New Conundrum For Patent Lawyers, Abraham C. Reich, Steven J. Rocci
Akron Intellectual Property Journal
The general purpose of this paper is to sensitize intellectual property lawyers to the potential impact on their practice created by Sarbanes-Oxley. At a more detailed level, and because of the unique challenges facing them, this paper addresses Sarbanes-Oxley's potential impact on patent lawyers who practice before the PTO, even when it is the patent lawyer's sole practice. To that end, this paper will highlight relevant portions of Rule 56, the relevant ethical code sections, and the pertinent considerations under Sarbanes-Oxley.
Unfinished Business: Dodd-Frank's Whistleblower Anti-Retaliation Protections Fall Short For Private Companies And Their Employees, Chelsea Hunt Overhuls
Unfinished Business: Dodd-Frank's Whistleblower Anti-Retaliation Protections Fall Short For Private Companies And Their Employees, Chelsea Hunt Overhuls
The Journal of Business, Entrepreneurship & the Law
The Sarbanes-Oxley Act of 2002 (“SOX”) revolutionized the world of securities law whistleblowing. It encouraged employees to reveal corporate fraud by providing federal anti-retaliation protection to incentivize such reports. Securities law whistleblowing was transformed a second time in 2010 when Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Under Dodd-Frank, employees that report information to the Securities and Exchange Commission (“SEC”) are not only provided federal anti-retaliation protections but also are eligible for a hefty bounty. Two major differences separate these statutes: (1) SOX is limited to employees of companies who are subject to the reporting …
Sarbanes-Oxley, Kermit The Frog, And Competition Regarding Audit Quality, Matthew J. Barrett
Sarbanes-Oxley, Kermit The Frog, And Competition Regarding Audit Quality, Matthew J. Barrett
Journal Articles
The regulatory scheme after Sarbanes-Oxley has significantly improved public company audits in the United States, or at least has demonstrated the potential to do so, but the obligation to preserve client confidentially still prevents auditors from competing for new clients on the basis of audit quality. This paper suggests a simple way for the SEC to facilitate such competition within the existing regulatory framework. The SEC should require issuers and registrants to disclose whether their independent audits uncovered any financial fraud and, within specified ranges, the number and amount of all audit adjustments incorporated into the financial statements filed with …
A Social Defense Of Sarbanes-Oxley, James Fanto
From Lapdog To Watchdog: Sarbanes-Oxley Section 307 And A New Role For Corporate Lawyers, Peter C. Kostant
From Lapdog To Watchdog: Sarbanes-Oxley Section 307 And A New Role For Corporate Lawyers, Peter C. Kostant
NYLS Law Review
No abstract provided.
Internal Whistleblowing And Sarbanes-Oxley Section 806: Balancing The Interests Of Employee And Employer, Kevin Rubinstein
Internal Whistleblowing And Sarbanes-Oxley Section 806: Balancing The Interests Of Employee And Employer, Kevin Rubinstein
NYLS Law Review
No abstract provided.
Sarbanes-Oxley's Structural Model To Encourage Corporate Whistleblowers, Richard E. Moberly
Sarbanes-Oxley's Structural Model To Encourage Corporate Whistleblowers, Richard E. Moberly
ExpressO
Recent corporate scandals demonstrate that rank-and-file employees often remain silent in the face of significant fraud. This silence is unfortunate because corporate employees have inside knowledge of misconduct that gives them an information advantage over more traditional corporate monitors, such as independent directors and government regulators. To address this problem, the Sarbanes-Oxley Act utilized a new approach that encourages employee whistleblowers to disclose information about corporate wrongdoing. This approach, which Professor Richard Moberly labels the “Structural Model,” requires that corporations provide a standardized channel for employees to report organizational misconduct to official monitors within the corporation. This Article offers an …
Implementation Of Sarbanes-Oxley: New Rules For Lawyers And What Lawyers Think, Olga Yevglevskaya-Wayne
Implementation Of Sarbanes-Oxley: New Rules For Lawyers And What Lawyers Think, Olga Yevglevskaya-Wayne
ExpressO
This paper discusses practical implications of Sarbanes-Oxley for lawyers. Emphasis is on the new federal rules of professional responsibility the Act sets up. The paper includes the views of various renowned practitioners interpreting and using these rules. The paper also contains suggestions for how the Securities and Exchange Commission could potentially improve those areas that are proving problematic for attorneys so as to better effectuate the purpose of this major new law, in light of its legislative history and intent, which are also discussed in the paper.
Irresistible Forces And Political Obstacles: Securities Litigation Reform And The Structural Regulation Of Corporate Governance, John W. Cioffi
Irresistible Forces And Political Obstacles: Securities Litigation Reform And The Structural Regulation Of Corporate Governance, John W. Cioffi
Comparative Research in Law & Political Economy
Congress passed the Sarbanes-Oxley Act of 2002 in reaction to the enormous political pressures generated by the wave of corporate financial scandals during 2001-2002. The Act's innovative reforms of corporate governance law were shaped by powerful political constraints on the use of private litigation and tensions over the use of "structural regulation" to alter the internal governance structures and procedures of publicly traded corporations. The conservative political realignment during 1990s precluded the development or expansion of litigious enforcement mechanisms (i.e., private causes of action) to curb corporate and managerial financial misconduct. Consequently, a number of the Sarbanes-Oxley Act's core provisions …
There Ought To Be A Law: The Disclosure Focus Of Recent Legislative Proposals For Nonprofit Reform, Dana Brakman Reiser
There Ought To Be A Law: The Disclosure Focus Of Recent Legislative Proposals For Nonprofit Reform, Dana Brakman Reiser
Chicago-Kent Law Review
This Article explores and evaluates the disclosure focus of recent legislative proposals for nonprofit reform. It begins by describing legislative proposals under consideration in various states and the U.S. Senate Finance Committee. This summary demonstrates the emphasis these proposals place on disclosure as a technique for enhancing nonprofit accountability. The Article then evaluates the ability of such disclosure mechanisms to achieve nonprofit accountability gains by improving the behavior of nonprofit actors, facilitating nonprofit enforcement by regulators or others, or both. Unfortunately, due to the structure and characteristics of nonprofit organizations and the resources available for nonprofit enforcement, this analysis reveals …
The Sec And Accounting, In Part Through The Eyes Of Pacioli, Matthew J. Barrett
The Sec And Accounting, In Part Through The Eyes Of Pacioli, Matthew J. Barrett
Journal Articles
As part of a symposium marking the seventieth anniversary of the creation of the Securities and Exchange Commission, this article pulls together two threads, namely Luca Pacioli's prominence in accounting and the importance of the Management's Discussion and Analysis (MD&A) requirements that seek to give investors an opportunity to view a public company through the eyes of management, to evaluate the SEC's record on certain accounting issues. Because writers in legal journals have largely ignored Pacioli's efforts, the article begins by highlighting some of the friar's contributions to accounting precepts. The article next applies some of those precepts in a …
"Tax Services" As A Trojan Horse In The Auditor Independence Provisions Of Sarbanes-Oxley, Matthew J. Barrett
"Tax Services" As A Trojan Horse In The Auditor Independence Provisions Of Sarbanes-Oxley, Matthew J. Barrett
Journal Articles
This article argues that the failure of the Sarbanes-Oxley Act of 2002 (SOx) to prohibit auditors for public companies from also providing tax services to audit clients or their executives and selling tax shelters to anyone remains a Trojan horse that threatens both the investing public and the auditing profession. Although SOx enacted several reforms designed to enhance auditor independence, the legislation and implementing regulations that the Securities and Exchange Commission (SEC) subsequently promulgated allow an auditor for a publicly traded company to provide tax services to the company as long as the audit committee preapproves the engagement.
As the …
Unfit To Serve: Permanently Barring People From Serving As Officers And Directors Of Publicly Traded Companies After The Sarbanes-Oxley Act, Philip F.S. Berg
Unfit To Serve: Permanently Barring People From Serving As Officers And Directors Of Publicly Traded Companies After The Sarbanes-Oxley Act, Philip F.S. Berg
Vanderbilt Law Review
On June 4, 2003, lifestyle guru Martha Stewart was indicted on multiple criminal and civil charges by the Securities and Exchange Commission (SEC or Commission). The charges, including obstruction of justice and civil insider trading, stemmed from Stewart's sale of ImClone stock shortly before the Food and Drug Administration rejected a drug produced by ImClone and sent the company's stock price tumbling. Although Stewart could face a number of serious penalties under her criminal indictment, the primary remedy sought by the SEC for her civil insider trading charges is rather uncommon-a bar from serving as a director of Martha Stewart …
The A.A. Sommer, Jr. Annual Lecture On Corporate Securities & Financial Law: Post-Enron America: An Sec Perspective, Harvey Goldschmid, William Treanor, John F.X. Peloso, Jill Fisch
The A.A. Sommer, Jr. Annual Lecture On Corporate Securities & Financial Law: Post-Enron America: An Sec Perspective, Harvey Goldschmid, William Treanor, John F.X. Peloso, Jill Fisch
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Sarbanes-Oxley Yawn: Heavy Rhetoric, Light Reform (And It Might Just Work), Lawrence A. Cunningham
The Sarbanes-Oxley Yawn: Heavy Rhetoric, Light Reform (And It Might Just Work), Lawrence A. Cunningham
GW Law Faculty Publications & Other Works
A thorough examination of the much ballyhooed Sarbanes-Oxley Act reveals dominantly a federal codification of extant rules, regulations, practices, and norms. Despite advertising it as "the most far-reaching reforms of American business practices since the time of FDR," a soberly apolitical view sees the Act as more sweep than reform. Important are provisions calling for nine studies; redundant but much publicized were the certification requirements imposed during the summer of 2002; other moves are mere patchwork responses to precise transgressions present in the popularized scandals. The Act is far from trivial, however. A silver bullet relates to the structure and …
Enron's Legislative Aftermath: Some Reflections On The Deterrence Aspects Of The Sarbanes-Oxley Act Of 2002, Michael A. Perino
Enron's Legislative Aftermath: Some Reflections On The Deterrence Aspects Of The Sarbanes-Oxley Act Of 2002, Michael A. Perino
Faculty Publications
Since Enron's implosion, an astounding string of accounting scandals have stunned the securities markets. Global Crossing, WorldCom, Adelphia, and a host of other companies have seen plummeting share prices and SEC and criminal investigations. Congress's reaction has been equally stunning and surprisingly swift. It passed with near unanimity the Sarbanes-Oxley Act of 2002 (the "SOA" or the "Act"), and President Bush quickly signed it into law. The President billed the Act as one of the "the most far-reaching reforms of American business practices since the time of Franklin Delano Roosevelt." While the SOA is certainly lengthy, with eleven titles and …