Introduction
In July of 2002, Congress swiftly passed the Public Company Accounting Reform and Investors Protection Act at the time when corporations like Arthur Anderson, Enron and WorldCom fell due to fraudulent accounting practices and bad internal control. This bill, sponsored by Mike Oxley (R-OH) and Paul Sarbanes (D-MD), became known as Sarbanes-Oxley Act (SOX).It sought to restore public confidence in publicly traded companies and their accounting practices, though the companies listed above were prosecuted on laws that were already in place before SOX. Many studies have examined the effects of SOX on corporations in the past eleven years. The benefits are hard to quantify and the cost are rather hard to estimate including the effect on market efficiency.
Critics argue that SOX was passed too quickly without sufficient data to support its effectiveness in curbing the moral hazard behaviors that led to the downfall of these big corporations, causing investors to lose their savings and confidence in the market. This paper will try to answer whether the benefits outweigh the costs of implementing this law. It also analyze whether it has been effective in curbing moral hazard behaviors and improving the efficiency of capital markets while protecting shareholder rights. Finally, it will suggest of improvements can be applied or has it been effective in its role in curbing fraudulent activities while promoting a more efficient market.
SOX: An Overview
SOX at its core was meant to increase the disclosure requirements of publicly traded firms. In addition, SOX increased the role of independent directors in corporate governance, expanded the liability of officers and directors, required companies to assess and disclose the adequacy ...
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...9, 1520; 28 U.S.C. §§ 994, 1658; 29 U.S.C. §§ 1021, 1131-32, P.L. 107-204
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The Sarbanes-Oxley Act of 2002 (SOX) was named after Senator Paul Sarbanes and Michael Oxley. The Act has 11 titles and there are about six areas that are considered very important. (Sox, 2006) The Sarbanes-Oxley Act of 2002 made publicly traded United States companies create internal controls. The SOX act is mandatory, all companies must comply. These controls maybe costly, but they have indentified areas within companies that need to be protected. It also showed some companies areas that had unnecessary repeated practices. It has given investors a sense of confidence in companies that have complied with the SOX act.
Sarbanes-Oxley Act and Dodd-Frank Act are some of the most important regulations in the modern financial environment. The significance of these regulations is attributed to their focus on promoting the vitality of financial markets through addressing complexities in financial procedures and preventing financial wrongdoing. The enactment of these regulations was fueled by some financial irregularities in the corporate world and some major players in the financial markets. Despite the strong link between these laws and the financial markets, they have some similarities and differences in light of their respective objectives.
Berk, J., & DeMarzo, P. (2011). Corporate finance: The core, second edition. (2nd ed.). Boston, MA: Prentice Hall.
The Dodd-Frank Wall Street Reform and Consumer Protection Act’s policies haven’t really been implemented to the extent that regulators would have liked. Although the legislation takes many steps in addressing systematic risks in the United States financial system and improving coordination among regulators, some critics believe that alternative options might have been more effective. The coming years will give us a better understanding of how well the Dodd-Frank Act addressed these concerns.
Eckbo and Masulis (1992) open their paper by explaining the decline in rights issues and the surge in firm commitments. To show this Eckbo and Masulis use a sample of 1,249 equity offers between 1963-1981.
Throughout the past several years major corporate scandals have rocked the economy and hurt investor confidence. The largest bankruptcies in history have resulted from greedy executives that “cook the books” to gain the numbers they want. These scandals typically involve complex methods for misusing or misdirecting funds, overstating revenues, understating expenses, overstating the value of assets or underreporting of liabilities, sometimes with the cooperation of officials in other corporations (Medura 1-3). In response to the increasing number of scandals the US government amended the Sarbanes Oxley act of 2002 to mitigate these problems. Sarbanes Oxley has extensive regulations that hold the CEO and top executives responsible for the numbers they report but problems still occur. To ensure proper accounting standards have been used Sarbanes Oxley also requires that public companies be audited by accounting firms (Livingstone). The problem is that the accounting firms are also public companies that also have to look after their bottom line while still remaining objective with the corporations they audit. When an accounting firm is hired the company that hired them has the power in the relationship. When the company has the power they can bully the firm into doing what they tell them to do. The accounting firm then loses its objectivity and independence making their job ineffective and not accomplishing their goal of honest accounting (Gerard). Their have been 379 convictions of fraud to date, and 3 to 6 new cases opening per month. The problem has clearly not been solved (Ulinski).
(SOX). This specific act requires management of the company “to assess both the design and
During the 1920s, approximately 20 million Americans took advantage of post-war prosperity by purchasing shares of stock in various securities exchanges. When the stock market crashed in 1929, the fortunes of many investors were lost. In addition, banks lost great sums of money in the Crash because they had invested heavily in the markets. When people feared their banks might not be able to pay back the money that depositors had in their accounts, a “run” on the banking system caused many bank failures. After the crash, public confidence in the market and the economy fell sharply. In response, Congress held hearings to identify the problems and look for solutions; the answer was found in the new SEC. The Commission was established in 1934 to enforce new securities laws that were passed with the Securities Act of 1933 and the Securities Exchange Act of 1934. The two new laws stated that “Companies publicly offering securities must tell the public the truth about their businesses, the securities they are selling and the risks involved in the investing.” Secondly, “People who sell and trade securities must treat investors fairly and honestly, putting investors’ interests first.”2
Oxley Act of 2002 The Sarbanes-Oxley Act of 2002 (SOX) was enacted in response to the collapse of Enron. It is based on the belief that regulation of corporate governance must be law based rather through discretionary codes. In effect, this Act is based on the agency theory which addresses the agency dilemma. By-law of Aeropostale Inc. (effective July 1,
Howells, Peter., Bain, Keith 2000, Financial Markets and Institutions, 3rd edn, Henry King Ltd., Great Britain.
The SEC’s mandate “The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.” (U.S. Securities and Exchange Commission: What We Do, 2016). When we consider the Enron and Madoff scandals and the stunning collapse of several large U.S. investment banks in 2008, one has to conclude that the SEC failed in fulfilling its basic mission. From one perspective, the effects of the Enron and Madoff scandals pale in comparison to the global magnitude of the 2008 financial crisis.
Schofield (2014) researches the difference between public and private company financial reporting. For instance, a private company has fewer consumers reviewing their financial statements, whereas public companies could have multiple consumers reviewing financial statements. In addition, private companies typically have less specialized accounting personnel, whereas public companies will have several. Lastly, Schofield (2014), reviewed the number of amendments proposed and finalized to help benefit private companies financial reporting.
The SOX is to restore confidence and reassurance to the American people and notice to corporate America, unethical business practices will not be tolerated (Ferrell, et al, 2013). All key players in an organization such as the top executives, lawyers, accountants, banks, board of directors, and employees all have an obligation to do the right thing and report any wrong-doings (Ferrell, et al,
There has been a drive towards corporate governance which has been driven by a greater need for shareholder protection. If investors feel well cushioned then there is a higher chance that t...
Regulatory governing bodies include the Sarbanes-Oxley Act or 2002 (SOX), SEC, and guidelines of the stock exchanges like NASDAQ, etc. Also, court judgements from different states are important as US companies are registered in their respective states. There is clear separation between ownership and management to the extent that managers could run the affairs of the organization without any fear. The Board is a single tier structure which provides strategic direction to the organization with collective decisions by both Executive and Non-Executive directors. Independent director’s main role is to perform oversight of all activities of the Management board. On the other note, directors and responsible managers pay are tied with good performances along with stock options. There are some mechanisms created to factor the impact of these stock options on the P&L