In the 1990s and early 2000s, several corporate scandals were revealed in the United States that showed a lack of board vigilance. Perhaps the most famous involves Enron, whose executive antics were documented in the film The Smartest Guys in the Room. Enron used accounting loopholes to hide billions of dollars in failed deals. When their scandal was discovered, top management cashed out millions in stock options while preventing lower-level employees from selling their stock. The collective acts of Enron led many employees to lose all their retirement holdings, and many Enron execs were sentenced to prison.
In response to notable corporate scandals at Enron, WorldCom, Tyco, and other firms, Congress passed sweeping new legislation with the hopes of restoring investor confidence while preventing future scandals ("Corporate Scandals" [Image missing in original]). Signed into law by President George W. Bush in 2002,Sarbanes-Oxley contained eleven aspects that represented some of the most far-reaching reforms since the presidency of Franklin Roosevelt. These reforms create improved standards that affect all publicly traded firms in the United States. The key elements of each aspect of the act are summarized as follows:
- Because accounting firms were implicated in corporate scandal, an oversight board was created to oversee auditing activities.
- Standards now exist to ensure auditors are truly independent and not subject to conflicts of interest in regard to the companies they represent.
- Enron executives claimed that they had no idea what was going on in their company, but Sarbanes-Oxley requires senior executives to take personal responsibility for the accuracy of financial statements.
- Enhanced reporting is now required to create more transparency in regard to a firm’s financial condition.
- Securities analysts must disclose potential conflicts of interest.
- To prevent CEOs from claiming tax fraud is present at their firms, CEOs must personally sign the firm’s tax return.
- The Securities and Exchange Commission (SEC) now has expanded authority to censor or bar securities analysts from acting as brokers, advisers, or dealers.
- Reports from the comptroller general are required to monitor any consolidations among public accounting firms, the role of credit agencies in securities market operations, securities violations, and enforcement actions.
- Criminal penalties now exist for altering or destroying financial records.
- Significant criminal penalties now exist for white-collar crimes.
- The SEC can freeze unusually large transactions if fraud is suspected.
The changes that encouraged the creation of Sarbanes-Oxley were so sweeping that comedian Jon Stewart quipped, “Did Wall Street have any rules before this? Can you just shoot a guy for looking at you wrong?” Despite the considerable merits of Sarbanes-Oxley, no legislation can provide a cure-all for corporate scandal ("Sarbanes-Oxley Act of 2002 (SOX)" [Image missing in original]). As evidence, the scandal by Bernard Madoff that broke in 2008 represented the largest investor fraud ever committed by an individual. But in contrast to some previous scandals that resulted in relatively minor punishments for their perpetrators, Madoff was sentenced to 150 years in prison.
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