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Articles 1 - 23 of 23
Full-Text Articles in Entire DC Network
Conflicts Of Interest At An Organization’S Highest Authority: How The District Of Columbia’S Rules Of Professional Conduct Can Fail To Protect Private Organizations, Christopher Deubert
Conflicts Of Interest At An Organization’S Highest Authority: How The District Of Columbia’S Rules Of Professional Conduct Can Fail To Protect Private Organizations, Christopher Deubert
Catholic University Law Review
This Article examines how the District of Columbia’s incomplete incorporation of the Model Rules of Professional Conduct into its own Rules of Professional Conduct has created a scenario in which wrongdoing inside a private organization can flourish. In 2002, following the Enron scandal, the American Bar Association (ABA) revisited and revised its Model Rules of Professional Conduct. The ABA nevertheless took a conservative route, rejecting rules long proposed by experts which would have permitted attorneys aware of corporate crimes, fraud, and other wrongdoing to report their concerns to individuals or entities outside the organization’s reporting structure. Additional scandals unfolded contemporaneous …
United States Supreme Court Surveys: 2017 Term: Digital Realty Trust V. Somers: Whistleblowers And Corporate Retaliation, Susan B. Heyman
United States Supreme Court Surveys: 2017 Term: Digital Realty Trust V. Somers: Whistleblowers And Corporate Retaliation, Susan B. Heyman
Roger Williams University Law Review
No abstract provided.
Digital Realty Trust V. Somers: Whistleblowers And Corporate Retaliation, Susan B. Heyman
Digital Realty Trust V. Somers: Whistleblowers And Corporate Retaliation, Susan B. Heyman
Law Faculty Scholarship
No abstract provided.
Whistling In The Wind: Why Federal Whistleblower Protections Fall Short Of Their Corporate Governance Goals, Meera Khan
Whistling In The Wind: Why Federal Whistleblower Protections Fall Short Of Their Corporate Governance Goals, Meera Khan
University of Miami Business Law Review
Teetering on the line between hero and villain, whistleblowers have a remarkably unusual role in contemporary American society. Those who blow the whistle on public sector activities, like Edward Snowden and the Watergate Scandal’s “Deep Throat”, are often vilified in history as treasonous and unprincipled rogues. In the private sector, however, whistleblowers are seen as moral compasses for corporate behavior, and are even afforded federal protections for speaking out against internal malfeasance. The piecemeal evolution of whistleblower legislation including the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 created regulatory and enforcement …
Yates V. United States: Floundering About In The Choppy Waters Of Statutory Interpretation, Lindsay Defrancesco
Yates V. United States: Floundering About In The Choppy Waters Of Statutory Interpretation, Lindsay Defrancesco
Maryland Law Review
No abstract provided.
Essays On Mergers And Acquisitions, Marcin Krolikowski
Essays On Mergers And Acquisitions, Marcin Krolikowski
USF Tampa Graduate Theses and Dissertations
This dissertation includes two essays that examine mergers and acquisitions. In the first essay we examine how pay-for-performance influences the quality of merger decisions before and after Sarbanes-Oxley (SOX). Pay-for performance has a significant positive effect on acquirer returns of 0.9% pre-SOX and 1.1% post-SOX around the three day event window. Bidders with high pay-for-performance pay a 23.3% lower merger premium in listed target acquisitions. The positive effect of pay-for-performance is more important for public target acquisitions overall, for small acquirers pre-SOX, and for large acquirers post-SOX. In the long-run, bidders with high pre-merger pay-for-performance experience 27.6% higher returns after …
Are Auditors' Going-Concern Evaluations More Useful After Sox?, Benjamin P. Foster, Terry J. Ward
Are Auditors' Going-Concern Evaluations More Useful After Sox?, Benjamin P. Foster, Terry J. Ward
Faculty and Staff Scholarship
Bankruptcy risk is a crucial factor in auditors’ decisions whether or not to modify their audit opinion based on the going-concern assumption. SOX required more extensive audit procedures than those required before its passage. More extensive audit procedures should result in more meaningful audit reports. This study examines whether the auditors’ going-concern opinion provides more useful incremental information after SOX than before SOX in distinguishing between distressed companies that become bankrupt in the next year and those that do not. We find that an audit opinion variable adds more useful information to bankruptcy prediction models after SOX than before SOX. …
Investigating The Relationship Between Governance Mechanisms And The Disclosure Of It Control Weaknesses, Basil Hamdan
Investigating The Relationship Between Governance Mechanisms And The Disclosure Of It Control Weaknesses, Basil Hamdan
Theses and Dissertations
The current research is concerned with exploring the quality of information technology (IT) control over financial reporting systems as reported under Section 404 of the Sarbanes-Oxley Act of 2002. More specifically, this dissertation examines the association between organizational governance mechanisms and the occurrence and subsequent disclosure of IT control weaknesses. Despite the adverse impact of IT control weaknesses on internal control quality and financial reporting reliability, research on IT controls in general and IT control weaknesses in particular remains largely anecdotal with limited reliance on theory. The current work proposes and tests an integrated theoretical model of the antecedents of …
Confidence In The Nonprofit Sector Through Sarbanes-Oxley-Style Reforms, Joseph Mead
Confidence In The Nonprofit Sector Through Sarbanes-Oxley-Style Reforms, Joseph Mead
Law Faculty Articles and Essays
Over the past several years, the nonprofit sector suffered a series of highly visible scandals that shook the public's confidence in charitable organizations. Concerned politicians and nonprofit leaders responded with a variety of reforms inspired by the Sarbanes-Oxley Act. The Note focuses on three such reforms: requiring nonprofit officers certify financial statements, mandating audits of nonprofits' financial statements, and imposing independent audit committees on nonprofit boards of directors. This Note argues that, contrary to the conclusions of many commentators, these reforms will provide a net benefit to the nonprofit sector by increasing donor confidence while imposing minimal costs.
Confidence In The Nonprofit Sector Through Sarbanes-Oxley-Style Reforms, Joseph Mead
Confidence In The Nonprofit Sector Through Sarbanes-Oxley-Style Reforms, Joseph Mead
Michigan Law Review
Over the past several years, the nonprofit sector suffered a series of highly visible scandals that shook the public's confidence in charitable organizations. Concerned politicians and nonprofit leaders responded with a variety of reforms inspired by the Sarbanes-Oxley Act. The Note focuses on three such reforms: requiring nonprofit officers certify financial statements, mandating audits of nonprofits' financial statements, and imposing independent audit committees on nonprofit boards of directors. This Note argues that, contrary to the conclusions of many commentators, these reforms will provide a net benefit to the nonprofit sector by increasing donor confidence while imposing minimal costs.
Corporate America Fights Back: The Battle Over Waiver Of The Attorney-Client Privilege, Michael L. Seigel
Corporate America Fights Back: The Battle Over Waiver Of The Attorney-Client Privilege, Michael L. Seigel
UF Law Faculty Publications
This Article addresses a topic that is the subject of an on-going and heated contest between the business lobby and its lawyers, on the one side, and the U.S. Department of Justice on the other. The fight is over federal prosecutors' escalating practice of requesting that corporations accused of criminal wrongdoing waive their attorney-client privilege as part of their cooperation with the government. The Department of Justice views privilege waiver as a legitimate and critical tool in its post-Enron battle against white collar crime. The business lobby views it as encroaching on corporations' fundamental right to protect confidential attorney-client communications. …
Evaluating The Mission: A Critical Review Of The History And Evolution Of The Sec Enforcement Program, Paul S. Atkins, Bradley J. Bondi
Evaluating The Mission: A Critical Review Of The History And Evolution Of The Sec Enforcement Program, Paul S. Atkins, Bradley J. Bondi
Fordham Journal of Corporate & Financial Law
No abstract provided.
Foreword, Corporate Governance Five Years After Sarbanes-Oxley: Is There Real Change, Faith Stevelman
Foreword, Corporate Governance Five Years After Sarbanes-Oxley: Is There Real Change, Faith Stevelman
Articles & Chapters
No abstract provided.
Foreward, Faith Stevelman
Section 1103 Of The Sarbanes-Oxley Act: Securities And Exchange Commission V. Gemstar-Tv Guide International, Inc., And The Ninth Circuit's Interpretation Of "Extraordinary Payments", Christine J. Unger
Western New England Law Review
No abstract provided.
The Role Of Empirical Evidence In Evaluating The Wisdom Of The Sarbanes-Oxley Act, James D. Cox
The Role Of Empirical Evidence In Evaluating The Wisdom Of The Sarbanes-Oxley Act, James D. Cox
University of San Francisco Law Review
No abstract provided.
The Sec At 70: Time For Retirement?, Adam C. Pritchard
The Sec At 70: Time For Retirement?, Adam C. Pritchard
Articles
The Article proceeds as follows. Part I explains the pathologies of the SEC and explores the relation between those pathologies and the SEC's status as an independent agency. Part II then outlines an alternative regulatory structure primarily situated within the executive branch. I also argue that such a relocation of authority would enhance regulatory effectiveness while simultaneously reducing the cost of excessive regulation. The Article concludes with some thoughts about the viability of my proposal.
Breaking The Market's Dependence On Independence: An Alternative To The "Independent" Outside Auditor, Peter Km Chan
Breaking The Market's Dependence On Independence: An Alternative To The "Independent" Outside Auditor, Peter Km Chan
Fordham Journal of Corporate & Financial Law
No abstract provided.
Whistling In The Dark? Corporate Fraud, Whistleblowers, And The Implications Of The Sarbanes-Oxley Act For Employment Law, Miriam A. Cherry
Whistling In The Dark? Corporate Fraud, Whistleblowers, And The Implications Of The Sarbanes-Oxley Act For Employment Law, Miriam A. Cherry
Faculty Publications
Passed in 2002 in the wake of the accounting scandals that resulted in billions of dollars of lost value to shareholders, the Sarbanes-Oxley Act has as its major goal the prevention of corporate corruption. This Article analyzes the impact of section 806, the portion of the Sarbanes-Oxlcy Act that provides protections for employees who report securities fraud, and describes the effect that Sarbanes-Oxley has on existing employment law. In addition, this Article contributes to the debate over the general effectiveness of the .Sarbanes-Oxley Act, a topic of contention among both academics and press commentators. This Article argues that the Act …
What Caused Enron? A Capsule Social And Economic History Of The 1990s, John C. Coffee Jr.
What Caused Enron? A Capsule Social And Economic History Of The 1990s, John C. Coffee Jr.
Faculty Scholarship
The sudden explosion of corporate accounting scandals and related financial irregularities that burst over the financial markets between late 2001 and the first half of 2002 – Enron, WorldCom, Tyco, Adelphia and others – raises an obvious question: Why now? What explains the concentration of financial scandals at this moment in time? Much commentary has rounded up the usual suspects and placed the blame on a decline in business morality, an increase in "infectious greed," or other similarly subjective trends that cannot be reliably measured. Although none of these possibilities can be dismissed out of hand, approaches that simply reason …
Corporate Governance Issues, Peter Peterson, John Foster, Jeffrey M. Colon, William Treanor
Corporate Governance Issues, Peter Peterson, John Foster, Jeffrey M. Colon, William Treanor
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Attorney As Gatekeeper: An Agenda For The Sec, John C. Coffee Jr.
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 …
Securities Regulation: Protecting Auditor Independence From Non-Audit Services - An Evolving Standard, Mark Allan Worden
Securities Regulation: Protecting Auditor Independence From Non-Audit Services - An Evolving Standard, Mark Allan Worden
Oklahoma Law Review
No abstract provided.