Sarbanes Oxley Act 2002 An Introduction

The Sarbanes-Oxley is a U.S. federal law that has generated much controversy, and involved the response to the financial scandals of some large corporations such as Enron, Tyco International, WorldCom and Peregrine Systems. These scandals brought down the public confidence in auditing and accounting firms. The law is named after Senator Paul Sarbanes Democratic Party and GOP Congressman Michael G. Oxley. It was passed by large majorities in both Congress and the Senate and covers and sets new performance standards for boards of directors and managers of companies and accounting mechanisms of all publicly traded companies in America. It also introduces criminal liability for the board of directors and a requirement by

The Securities Act of 1933 regulated the securities and the accounting standards before the Sarbanes Oxley Act was passed. Under the Securities Act, corporations and their investments bank were legally responsible for telling the truth and making sure the financial statements were audited correctly. Although corporations were responsible, the CEOs were not which was meant it was hard to prosecute them for fraud. The Sarbanes-Oxley Act was enacted in response to a series of high profile financial scandals that occurred in the early 2000s at companies including Enron, WorldCom, and Tyco that rattled investor confidence. The Sarbanes Oxley Act was named after

Senators Paul Sarbanes and Michael Oxley were the sponsors of the Sarbanes-Oxley Act of 2002, which represented a tremendous change to federal securities law. The act was signed into law by president George W. Bush who described it as “the most far reaching reforms of American business practices since the time of Franklin Delano Roosevelt1.” After the financial scandals implicating Enron, WorldCom and Global Crossing, the public needed to restore their trust in the public financial statements of the companies and that’s where the SOX Act of 2002 came into place. The act is composed of eleven titles which require numerous reforms to prevent accounting fraud, increase corporate responsibilities, among others.

In the early 2000’s there were a series of financial scandals that took place by large companies such as Enron, Tyco, and WorldCom. The impact of these scandals was significant. Investors lost large amounts of money. Employees of the scandalous companies not only lost their jobs but lost their life savings. The financial scandals that had taken place were so severe that an Act was created in response to them in hopes to prevent these scandals from happening. The Sarbanes-Oxley Act, also referred to as SOX or Sarbanes-Oxley, was created by Senator Paul Sarbanes and Representative Michael Oxley and was signed into law by President George W. Bush on July 30, 2002. The creation and passing of the act was so tremendous that “in the opinion of most observers of securities legislation” Sarbanes-Oxley was “viewed as the most important new law enacted since the passage of the Securities and Exchange Act of 1934” (Ink.com 2008).

To execute this plan, it sets requirements for Executive Officers, guidelines for tipsters and procedures for all employees. Specifically, section 404 of SOX works towards fraud prevention by enforcing procedures. This section holds company management and their external audits accountable for regulating the internal controls, and ensuring any material weaknesses or deficiencies are disclosed. The requirements for proper disclosure includes reporting any material change that could change the mind of investor. The company should provide reasonable assurance that details accurately and fairly reflect actual transactions in the business, they comply with GAAP and they are finding unauthorized transactions in a timely manner. Keeping in mind, the primary purpose of the implementation and continual regulation of the internal controls is to prevent fraud. Without the presence of effective and reliable internal controls, companies are susceptible to fraudulent activities. The punishment for failing to provide of the required disclosures includes $5 million fine and up to 20 years in prison. In addition to the increase in severity of punishment, businesses have also felt the raising costs associated with section 404

Prior to the advent of the Sarbanes-Oxley Act of 2002, referred to herein as “SOX,” the board of directors’ pivotal role was to advise senior leaders on the organization’s strategy, business model, and succession planning (Larcker, 2011, p. 3). Additionally, the board had the responsibility for risk management identification and risk mitigation oversight, determining executive benefits, and approval of significant acquisitions (Larcker, 2011, p. 3). Furthermore, for many public organizations, audit committees existed before SOX and provided oversight of internal processes and controls. Melissa Maleske (2012) advised that the roles and responsibilities of the board were viewed “…from a perspective that the board serves management” (p. 2). In contrast, Maleske (2012) noted that SOX regulations altered the landscape “…to a perspective that management is working for the board” (p. 2). SOX expanded not only the duties of the board and the audit committee, but also the authority of these bodies (Maleske, 2012, p. 2).

According to the textbook, Sarbanes-Oxley Act is a federal statute enacted by Congress to improve corporate governance (Cheeseman, H. R., p.344). It was passed by congress that sets policy and regulates the accounting practices of U.S corporations.

Companies such as Enron from approximately 1996 to 2001 were thriving and the stock price rising constantly. Such a move on the company’s stock was attracted millions of investors who wanted to invest in a stable company they could trust. Little did they know that the company with over 60 Billion dollars in market capitalization at one point, was about to collapse. The company’s stock reached a high of approximately 90 dollars per share in 2000, and the following year shares plummeted to less than one dollar. As one can imagine, investors were terrified, millions lost the entire retirement savings, and other were just afraid to trust the financial markets. Enron, and others were taking advantage of the loose accounting regulations to recognize revenue improperly, make use of special purpose entities to create “fake” revenue, and weak corporate governance.

Congress established the Sarbanes-Oxley Act of 2002, which is otherwise called the Public Company Accounting Reform and Investor Protection Act, in the beginning of corporate and accounting scandals that prompted liquidations, serious stock misfortunes, and a loss of trust in stocks (Batten, 2010). The demonstration forces new obligations on corporate administration and criminal authorizes on those supervisors who spurn the law, and it

Others companies like WorldCom provided the extra fuel that mandated that the United States Congress enact wide sweeping litigation to mitigate against large dollar level fraud, Ponzi schemes, accounting manipulation and unethical behavior among publicly traded companies. These events prompted the formation of the Sarbanes-Oxley act of 2002. Not since the 1920’s have Americans seen such mismanagement of funds, corporate greed, and corruption. With the establishment of the Securities Act of 1933 and 1934 the US was able to initiate the first attempt at trying to control the issue of unethical behavior and corporate fraud. According to Rockness, H., & Rockness, J. (2005) "Losses from financial frauds total approximately $200 billion dollars. On Enron alone those losses are more than two times the aggregate losses suffered when the stock market crashed in 1929." (Rockness, H., & Rockness, J. 2005) Enron changed the game and

Sarbanes-Oxley is not intended, or required for nonprofit companies, audit agencies, and nonprofit trustees are expecting them to be as transparent as for-profit companies that are required to comply with the Sarbanes-Oxley Act of 2002.4.McGEEHAN, P. (2003, Jun 17). Most corporate ethics officials are critical of top officers' pay. New York Times, pp. C.8-C.8. Retrieved from http://search.proquest.com/docview/432425436?accountid=32521Patrick McGeehan examines corporate ethics versus the paychecks that senior executives receive. He discuses how even “executives involved in serious violations of their companies' codes of ethics and compliance are paid severance” (McGeehan, 2003) He explains the effect that actions like this have on the rest of

The Sarbanes-Oxley Act was passes in 2002 in response to a handful of large corporate scandals that occurred between the years 2000 to 2002, resulting in the losses of billions of dollars by investors. Enron, Worldcom and Tyco are probably the most well known companies that were involved in these scandals, but there were a number of other companies guilty of such things as well. The Sarbanes-Oxley Act was passed as a way to crackdown on corporations by setting new and improved standards that all United States’ public companies and accounting firms were and are required to abide by. It also works to hold top level executives accountable for the company, and if fraudulent behaviors are discovered then the executives could find themselves in hot water. The punishments for such fraudulence could be as serious as 20 years jail time. (Sarbanes-Oxley Act, 2014). The primary motivation for the act was to prevent future scandals from happening, or at least, make it much more difficult for them to happen. The act was also passed largely to protect the people—the shareholders—from corporations, their executives, and their boards of directors. Critics tend to argue that the act is to complicated, and costs to much to abide by, leading to the United States losing its “competitive edge” in the global marketplace (Sarbanes-Oxley Act, 2014). The Sarbanes-Oxley act, like most things, has its pros and cons. It is costly; studies have shown that this act has cost companies millions of

The Sarbanes-Oxley Act, or SOX Act, was enacted on July 30, 2002. Since it was enacted that summer it has changed how the public business handle their accounting and auditing. The federal law was made coming off of a number of large corporations involved in scandals. For example a company like Enron was caught in accounting fraud in late 2001 when the company was using false financial statements. Once Enron was caught that had many lawsuits filed against them and had to file for bankruptcy. It was this scandal that played a big part in producing the Sarbanes-Oxley act in 2002.

      The Sarbanes-Oxley Act (SOX) was enacted in July 30, 2002, by Congress to protect shareholders and the general

Lord & Benoit Report (2006): Do the Benefits of 404 Exceed the Cost? A study of a population of nearly 2,500 companies indicated that those with no material weaknesses in their internal controls, or companies that corrected them in a timely manner, experienced much greater increases in share prices than companies that did not.[23] [24] the report indicated that the benefits to a compliant company in share price (10% above Russell 3000 index) were greater than their SOX Section 404 costs.