Law Commons^™

Give Smaller Companies A Choice: Solving Sarbanes-Oxley Section 404 Inefficiency, Paul P. Arnold

University of Michigan Journal of Law Reform

This Note argues that smaller public companies should have the option to opt out of Section 404 of the Sarbanes-Oxley Act of 2002. Optional compliance is economically preferable to the current approach of mandatory compliance. Companies that choose to comply with Section 404 will send a signal to the financial markets that their internal controls meet the high standards Section 404 demands, and investors will reward such companies if they actually value the benefit of that company's additional controls. Similarly, companies that benefit less from additional internal accounting will be able to avoid Section 404's high costs. To clarify the …

Sarbanes-Oxley & The Culture Of Bribery: Expanding The Territorial Scope Of Private Whistleblower Suits To Overseas Employees, Matt A. Vega

Matt A Vega

SARBANES-OXLEY & THE CULTURE OF BRIBERY: EXPANDING THE TERRITORIAL SCOPE OF PRIVATE WHISTLEBLOWER SUITS TO OVERSEAS EMPLOYEES, by Matt A. Vega

This article has been accepted for publication in Vol. 46, No. 2 Harvard J. on Legis. 425 (Summer 2009).

Abstract: This paper examines the use of private transnational litigation to enforce the Foreign Corrupt Practices Act of 1977 (FCPA). Small, but repetitive bribery of foreign officials by local employees is the Achilles heel of corporate ethics. In fact, it is what perpetuates the “culture of bribery” that makes major corruption possible. Unless overseas employees refuse to give in to …

Securities Fraud, Officer And Director Bars, And The "Unfitness" Inquiry After Sarbanes-Oxley, Jon Carlson

Fordham Journal of Corporate & Financial Law

No abstract provided.

Seeking Meaningful Nonprofit Reform In A Post Sarbanes-Oxley World, Danné L. Johnson

Saint Louis University Law Journal

No abstract provided.

The Case Against Exempting Smaller Reporting Companies From Sarbanes-Oxley Section 404: Why Market-Based Solutions Are Likely To Harm Ordinary Investors, John Orcutt

Law Faculty Scholarship

Section 404 is arguably the most controversial provision of Sarbanes-Oxley (“SOX”). The controversy focuses on whether Section 404’s substantial compliance costs exceed the statute’s benefits, with no consensus on Section 404’s cost-effectiveness. If Section 404 turns out to be cost-ineffective, the companies that are most threatened are smaller companies, as cost-ineffective regulations tend to disproportionately harm smaller companies. This Article considers whether Congress and the SEC should exempt smaller reporting companies from Section 404 compliance, as that would allow for a market-based resolution to the uncertain value of Section 404 for smaller reporting companies. Smaller reporting companies would be relieved …

From Loyalty To Conflict: Addressing Fiduciary Duty At The Officer Level, Usha Rodrigues

Scholarly Works

Conflicts of interest are the quintessential agency cost-the constant, lurking danger that agents may seek their own personal gain, rather than the good of the corporation. Yet many corporate employees lack knowledge as to exactly what constitutes a conflict of interest. This ignorance facilitated the kind of fraud seen in Enron, WorldCom, and the options backdating scandals, and may help explain the out-sized payouts that many high-level corporate officers received even as the financial institutions they headed verged on self-destruction. Each case required not only affirmative fraudulent behavior on the part of a few, but also the tacit acceptance of …

“Playing Chicken": An Instant History Of The Battle Over Exceptions To Client Confidentiality, Michael S. Ariens

Faculty Articles

The purpose of my essay Playing Chicken: An Instant History of the Battle over Exceptions to Client Confidentiality, is to offer a pointillist history of the recent battles between the ABA and the federal government concerning 1) when lawyers may or must disclose client confidences, and 2) claims that the federal government is attacking the attorney-client privilege. In doing so, I hope to explain how this battle is representative of the current drift in the American legal profession.

After the Introduction, the essay unfolds as follows: Section II traces the ABA’s often schizophrenic understanding of the duty of confidentiality and …