1. The Need for Sarbanes-Oxley.
- Author
-
Park, James J.
- Subjects
Publicly held corporations -- Securities -- Laws, regulations and rules ,Securities fraud -- Remedies -- Prevention -- Laws, regulations and rules ,Corporate governance -- Evaluation -- Laws, regulations and rules ,Auditors -- Ethical aspects -- Evaluation -- Laws, regulations and rules ,Executives -- Compensation and benefits ,Accounting -- Standards ,Insider trading in securities -- Laws, regulations and rules ,Anniversaries ,Enron Creditors Recovery Corp. -- Securities -- Investor relations -- Accounting and auditing ,Verizon Business Network Services Inc. -- Investor relations -- Accounting and auditing -- Securities ,United States. Securities and Exchange Commission -- Standards ,Government regulation ,Company securities ,Sarbanes-Oxley Act of 2002 - Abstract
I. INTRODUCTION Major efforts to regulate securities markets have historically been precipitated by sharp declines in stock prices accompanied by high-profile corporate scandals that pressure lawmakers to respond in order [...], One view of the Sarbanes-Oxley Act of 2002 is that it was an overreaction to a handful of rogue actors at companies that filed for bankruptcy after the collapse of the internet bubble. If that was the case, the statute's mandates may have been unnecessary for most public companies. This article argues that Sarbanes-Oxley is instead best understood as a reaction to two waves of accounting-based securities frauds. The first wave happened years before the scandals at Enron and WorldCom and prompted extensive rulemaking by stock exchanges and the SEC. Congressional action was necessary after the second wave of securities fraud to supplement these earlier measures. The driving force behind both waves was the increasing pressure to meet quarterly projections that characterizes modern valuation. Sarbanes-Oxley is an appropriate structural response to this pressure.
- Published
- 2023