Digital Commons Network^™

A New Product For The State Corporation Law Market: Audit Committee Certifications, Lawrence A. Cunningham

GW Law Faculty Publications & Other Works

Audit committees of corporate boards of directors are central to corporate governance for many corporations. Their effectiveness in supervising financial managers and overseeing the financial reporting process is important to promote reliable financial statements. This centrality suggests that it is likewise important for investors and others to have a basis for justifiable confidence in audit committee effectiveness. At present, there is no such mechanism. This Article explains why, considers a way states can provide it and assesses as low the likelihood that states will do so. In the swirling corporate governance reforms led by SOX, the SEC, SROs and PCAOB, …

Capitalism And Freedom -- For Whom? Feminist Legal Theory And Progressive Corporate Law,, Kellye Y. Testy

Articles

Beginning at least in the 1980s, the version of corporate law and governance prevailing in the U.S. (as well as widely exported to other nations) was a radically privatized one, treating the corporation as a contractual arrangement for maximizing shortterm share price in a laissez faire global marketplace. Though many robust and varied social movements, many of which were bolstered by the 1999 WTO protests in Seattle, have been and are engaged in challenging this hegemony from many angles, few have found their way into corporate law reform. That is not to say, however, that there are no progressive legal …

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 …

Enronitis: Why Good Corporations Go Bad, Daniel J.H. Greenwood

Hofstra Law Faculty Scholarship

The Enron problem - managers becoming extraordinarily wealthy while misleading shareholders, creditors and employees about the company's prospects and even driving it into the ground - is widely understood to be the result of too weak a legal mandate supporting the share-centered paradigm of corporate law. Paradoxically, it is also the predictable result of too strong a share-centered view of the public corporation. Share-centered corporate law creates the very problems it is meant to police. The single-valued profit maximization ethos of the share-centered corporation demands that managers teach themselves to exploit everyone around them: it is inevitable that some will …

Remembering The Forgotten Ones: Protecting The Elderly From Financial Abuse

San Diego Law Review

There is nothing new about fraudulently taking money from people, particularly the elderly. The elderly population is rapidly increasing, however, and is readily accessible by telephone and mail. As a result, the elderly are easy targets for financial abuse. Such abuse can emanate from several sources, including people the victims know and trust, particularly family and friends.

Perpetrators can be people upon whom the elderly depend for care. Abuse can also come from strangers with whom elderly victims have no direct contact. This Article focuses primarily on the financial abuse of the elderly by strangers.

A New Player In The Boardroom: The Emergence Of The Independent Directors' Counsel, Geoffrey C. Hazard Jr., Edward B. Rock

Faculty Scholarship

No abstract provided.

Whistling In The Dark? Corporate Fraud, Whistleblowers, And The Implications Of The Sarbanes-Oxley Act For Employment Law, Miriam A. Cherry

All Faculty Scholarship

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-Oxley 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 …

Panel Ii: Conflicts Of Interest In Sports, John D. Feerick, David Feher, Craig E. Fenech, Charles Grantham, Steven C. Krane, Nicole Coward

Fordham Intellectual Property, Media and Entertainment Law Journal

No abstract provided.

Daily Eastern News: December 01, 2003, Eastern Illinois University

December

No abstract provided.

Worldcom As An Example Of Creative Accounting And Subsequent Regulations Of The Accounting Industry, Lisa E. Tarras

USF St. Petersburg campus Honors Program Theses (Undergraduate)

The public has long viewed corporate America as ruthless pillagers in the name of profits. Today corporations are blamed for everything from eliminating mom and pop stores and the family farm to draining the environment in the process. Yet somehow no one, congressmen or minimum wage workers alike, were concerned enough to address this brewing epidemic. In the bull market of the 1990's, no one cared what corporations had to do to create profits, as long as those profits, and subsequent dividends and stock options financed their retirement funds. However, the corporate environment is much different today.

Ndls Update 11/2003-12/2003, Notre Dame Law School

NDLS Update

No abstract provided.

Sec Enforcement Heuristics: An Empirical Inquiry, Randall Thomas, James D. Cox

Vanderbilt Law School Faculty Publications

This Article examines the overlap between SEC securities enforcement actions and private securities fraud class actions. We begin with an overview of data concerning all SEC enforcement actions from 1997 to 2002. We find that the volume of SEC enforcement proceedings is relatively modest. We next examine the scope of the recently enacted "Fair Fund" provision that authorizes the SEC to designate civil penalties it recovers from defendants to benefit defrauded private investors. We conclude that this provision offers only limited potential relief for private investors. We complete this Part of the Article with an analysis of the serious resource …

Some Thoughts On An Agenda For The Public Company Accounting Oversight Board, Elliott J. Weiss

Duke Law Journal

No abstract provided.

Sec Enforcement Heuristics: An Empirical Inquiry, James D. Cox, Randall S. Thomas, Dana Kiku

Duke Law Journal

This Article examines the overlap between SEC securities enforcement actions and private securities fraud class actions. We begin with an overview of data concerning all SEC enforcement actions from 1997 to 2002. We find that the volume of SEC enforcement proceedings is relatively modest. We next examine the scope of the recently enacted "Fair Fund" provision that authorizes the SEC to designate civil penalties it recovers from defendants to benefit defrauded private investors. We conclude that this provision offers only limited potential relief for private investors. We complete this Part of the Article with an analysis of the serious resource …

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 …

Practicing Cpa, Vol. 27 No. 8, October 2003, American Institute Of Certified Public Accountants (Aicpa)

Newsletters

No abstract provided.

Cpa Consultant, Volume 17, Number 3, October/November 2003, American Institute Of Certified Public Accountants (Aicpa)

Newsletters

No abstract provided.

Lawyers In The Perfect Storm, Mark A. Sargent

Working Paper Series

The multiple corporate collapses and scandals of recent years, for which "Enron" is a convenient shorthand, resulted from a perfect storm in which regulatory oversight, the law of fiduciary duty, gatekeepers, market discipline, and contractual incentives all failed to prevent gross self-dealing, conflicts of interest, and deception, or themselves produced perverse consequences. The story of this simultaneous failure of the structures in place since the New Deal and before, has received considerable attention in both the popular and scholarly literature, but is summarized here to provide a context for consideration of the contributions that lawyers made to the perfect storm. …

Organizational Preparation For Terrorist Attack, Alan Wallace, Vernon Harper

Mountain Plains Journal of Business and Technology

In the event of a terrorist attack causing mass casualties or nuclear, biological, or chemical contamination, emergency responders easily can be overwhelmed by demands for their services. Advance planning by organizations with the advice of emergency responders to safeguard people from becoming victims, to care for victims before emergency responders arrive, and to render assistance to emergency responders once they arrive is critical to mitigating damage.

Enemy At The Gate: Threats To Information Security, Michael E. Whitman

Faculty Articles

A firm can build more effective security strategies by identifying and ranking the severity of potential threats to its IS efforts.

Changing Identities And Changing Laws: Possibilities For A Global Legal Culture, Russell Menyhart

Indiana Journal of Global Legal Studies

No abstract provided.

Chairman Of U.S. Securities & Exchange Commission, William H. Donaldson Testimony Concerning Global Research Analyst Settlement Before The Senate Committee On Banking, Housing And Urban Affairs, William H. Donaldson

Documents

No abstract provided.

Standing Up To Wall Street (And Congress), Richard W. Painter

Michigan Law Review

In 1992, Arthur Levitt co-chaired a fundraising dinner for William Clinton. The dinner raised $750,000 (p. 7). Clinton was elected President, and Levitt got the job he wanted: Chairman of the Securities and Exchange Commission. Levitt, a former Chairman of the American Stock Exchange and a connected Democrat, was well qualified for the job. His, however, became a pyrrhic victory when accountants, issuers, broker-dealers, and other special interests used their own political connections to frustrate just about everything he sought to do. Levitt tells the story of his struggle against these well-funded interests in Take on the Street. One of …

Spring Meeting Of Council, April 27-29, 2003, Volume 1, Jw Marriott, Washington, D.C., American Institute Of Certified Public Accountants (Aicpa)

Association Sections, Divisions, Boards, Teams

No abstract provided.

Reconsidering The Importance Of Law In Japanese Corporate Governance: Evidence From The Daiwa Bank Shareholder Derivative Case, Bruce E. Aronson

Cornell International Law Journal

No abstract provided.

Common Sense And Civic Virtue: Institutional Investors, Responsible Ownership, And The Democratic Ideal, Marcy Murninghan

New England Journal of Public Policy

On matters of governance, the people’s good is the highest law, as Cicero said two millennia ago. Unfortunately, these days personal greed has trumped the people’s good, enflaming the current governance crisis affecting our public, nonprofit, and private spheres. The spate of corporate governance scandals over the past several years jeopardizes equity investments, harms beneficiaries, and weakens global capital markets. The remedy is not just more laws and regulation but revitalization of the system of corporate checks and balances that already exists. To get better corporate governance, corporate shareowners, especially institutional investors, need to assert their rights and responsibilities more …

Measures Adopted And Proposed By Mexico To Abate White Collar Crime, Luz Nunez Camacho

United States - Mexico Law Journal (1993-2005)

No abstract provided.

The Setonian, January 16, 2003, Seton Hall University

2003

No abstract provided.

Using Neural Net Technology To Analyze Corporate Restructuring Announcements, Owen P. Hall Jr., Charles J. Mcpeak

Journal of International Information Management

It is a rare day when the Wall Street Journal does not include an announcement that a company is taking a restructuring charge. Nowadays it is often assumed that this charge is being taken for the purpose of managing earnings. The problems associated with earnings management are not limited to Wall Street but can be found throughout the world's financial markets. Ongoing developments in artificial intelligence technology hold considerable promise for helping monitor and detect financial fraud and abuse. The objective of this paper is twofold: first, to illustrate how neural nets, a branch of artificial intelligence, can be used …

Corporate Governance In The Sultanate Of Oman, Ellen Kerrigan Dry

Richmond Journal of Global Law & Business

While the United States’ capital market has had its headline-grabbing scandals involving companies such as World Com and Entron, the capital markey in the Sultanate of Oman (Oman) has also experienced its share of corporate troubles affecting not onlt large Omani companies such as National Rice Mills SAOG and Oman National Investment Company Holdings SAOG, but also dozens of smaller companies, which have had to turn to the government to assistance.