Sarbanes-Oxley Act: Planning & Compliance

Congress passed the Sarbanes-Oxley Act of 2002 in a targeted effort to help restore confidence in the financial markets after a series of major corporate financial scandals. The Act represents the most significant expansion of federal regulation of the securities markets since the 1930s. Its provisions, on one level, are designed to increase the reliability and accuracy of corporate financial reporting, accounting methods, and auditing practices. Yet on another level the impact is far broader. The range of reforms mandated by the Act is wide and deep, with virtually no significant aspect of public company operations left untouched. The Act creates a new structure for corporate governance, and covers areas usually regulated by state law or the national securities exchanges or associations.

As part of its scope, the Act overhauls regulation of the accounting profession and imposes significant new regulatory obligations on brokerage firms, analysts, and attorneys. The Act’s imposition of new corporate certification requirements has resulted in various approaches to structuring internal compliance procedures and developing best-practice procedural controls.

Sarbanes-Oxley Act: Planning & Compliance identifies and analyses the many new legal obligations facing issuers and their management, audit committees, lawyers, and accountants. This treatise provides a resource for addressing related issues, such as the impact of the Sarbanes-Oxley Act on insurance and compensation arrangements for executives and directors as a result of the new limitations on compensation, and provides an analysis of the enhanced responsibilities and potential risks that already have affected public company management, boards of directors, committee structures, and boardroom dynamics, and changed the balance of power between the board and the CEO.