LexisNexis® Legal Newsroom
Sarbanes-Oxley Can Now Sleep Easily at Night: The PCAOB Case

In its typical rush to finish its term by July 4, the U.S. Supreme Court just released an opinion in the case challenging the constitutionality of the PCAOB, Free Enterprise Fund v. Public Company Accounting Oversight Board. This commentary discusses the decision, considers its implications for challenges...

Did Sarbanes-Oxley Kill IPOs?

The op-ed page of the Wall Street Journal yesterday declared that what it called the "bipartison overreaction to the accounting scandals at Enron and WorldCom" known as the Sarbanes-Oxley Act of 2002 (SOX) is the primary reason that there are now very few initial public offerings. The...

Unfair SOX 304 Clawback?–Beazer CEO Pays for Restatement without Fault

The SEC recently announced that it reached a settlement with Beazer CEO O'Leary requiring O'Leary to pay back to Beazer more than $1.4 million that he received during a time period when Beazer's financial statements were allegedly misstated. It is undisputed that the SEC did not charge...

Groupon: You Must Have Fallen From The Sky

Last week was Groupon's big week, although not in a good way. What happened? Well, the premier source of daily deal dish got knocked down a few more pegs after announcing a revision to 4th quarter earnings and the announcement by management that there was a material weakness in internal controls...

Nothing SOx-y About SEC’s JP Morgan “Whale” Settlement

The Wall Street Journal’s Deborah Solomon contends “Sarbanes-Oxley Harpoons The Whale”. Solomon is talking about JP Morgan Chase and the recent settlement between the bank and several regulators, including the SEC, over a 2012 whale of a loss from credit derivatives trades gone very...

Looking at the Costs and Benefits of SOX

The Sarbanes Oxley Act was enacted nearly twelve years ago in the midst of profusion of corporate scandals. Despite the passage of time, the Act has remained controversial. In order to evaluate the Act’s impact, Harvard Law Professor John C. Coates and Harvard Business School Professor Suraj Srinivasan...

SEC Files Enforcement Action Over Internal Controls Reporting: A Sign of Things to Come?

One of the noteworthy features of the Sarbanes-Oxley Act was the legislation’s creation of the requirement for reporting companies to provide a certification from management regarding the company’s internal controls. This requirement has not been the focus of a great deal of attention since...

Board of Directors and FCPA Oversight – An Internal Control Under SOX, Part I

Today we begin by honoring the political process and a politician extraordinaire. In September of 1836, Sam Houston was elected as the first President of the Republic of Texas. One of the most interesting characters from the early-to-mid-19 th century, Houston was born in Virginia in 1793, moved with...

Board of Directors and FCPA Oversight – An Internal Control Under SOX, Part II

In Part I of this two-part post regarding a Board of Director’s Role in Foreign Corrupt Practices Act (FCPA) oversight from the internal controls perspective, I reviewed how a Board might have independent liability for its failure to act as an appropriate internal control as required by Sarbanes...

Auditor Rotation: Time to Revisit

The Sarbanes-Oxley Act of 2002, primarily a response to the fraud perpetrated by energy giant Enron and not detected by their then accountants, brought some good. However, in my view it was mostly an overreaction to a very limited issue, and thankfully its impact on smaller companies has been somewhat...