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Top 10 Benefits Resulting from the Adoption of SOX

Posted on Monday, February 5, 2007 at 08:20AM by Registered CommenterJ. Robert Brown | CommentsPost a Comment

1. SOX has improved investor confidence in the financial disclosure of public companies (perhaps there's a relationship between investor confidence and the record high set by the Dow Jones Average last Wednesday, Jan. 24);  see also the student post below this one;  

2. SOX has resulted in the uncovering of a considerable amount of dodgy accounting. A record number of companies have restated their financial statements, with the GAO estimating that the market capitalization of companies announcing restatements between July 2002 and Sept. 2005 "decreased by $63 billion when adjusted for market movement."  GAO Report 6-678 (July 2006).

3. SOX (and the fear of liability) has contributed to the transformation of accounting firms into true gatekeepers against fraud and sloppy financial statements;

4. SOX has resulted in the Audit Committee of the Board of Directors becoming a real watchdog over the accuracy of the financial statements;

5. SOX and the certification requirement has largely eliminated the Bernie Ebbers defense (aka the Ostrich defense) that the financial statements were not the responsibility of the CEO; 

6. SOX, by requiring the attestation of internal controls by independent auditors, has significantly improved the ability of the board to monitor the company’s activities, correcting one of the most serious weaknesses in fiduciary obligations under Delaware law;

7. SOX, by requiring changes of beneficial ownership within two days, has made the practice of backdating more obvious and more difficult;

8. SOX has provided in house counsel with greater leverage to ensure legal and ethical business practices;

9. SOX has provided a greater role for the SEC in the corporate governance process, undoing some of the harm caused by Business Roundtable v. SEC, 905 F.2d 406 (DC Cir. 1990) (see for example the use of the case by Roberta Karmel at Brooklyn Law School citing the case in a letter to the Commission questioning the agency's rule making authority to give shareholders access to management's proxy statement for their director nominees); 

10. SOX has resulted in the widespread use of disclosure committees inside corporate america, broadening the voices involved in the disclosure process; and (I know I said only 10, but its hard to be so limiting when it comes to the benefits of SOX);

11. SOX has encouraged employees to come forward with concerns about financial reporting, through both whistle blowing protections and mechanism that provide mandatory access to the board of directors.

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