Congress passed the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) with overwhelming popular support, but the statute soon generated strong criticism by many experts on public company regulation.
Rather than an overreaction to the bankruptcies of Enron and WorldCom, Sarbanes-Oxley is best understood as an appropriate reaction to two waves of accounting-based securities frauds driven by increa…
Sarbanes-Oxley Section 404 compliance costs remain high and show no signs of dropping over time. It remains the case that those costs are disproportionately borne by smaller firms.
The article tells the history of the Securities and Exchange Commission’s compensation program and how the success of that program strengthened the SEC’s enforcement powers.
The article examines if the Sarbanes-Oxley Act of 2002 helped improve the financial reporting system of public companies. The article reviews studies to determine in what ways the Act helped and/or h…
This article explores developments in Brazilian and Chilean law to highlight SOX’s influence on corporate governance in other countries via two channels: bonding and convergence.
Rather than regulate corporate governance directly, much of the SEC’s recent efforts have focused on building a shareholder-centric governance infrastructure that accomplishes indirectly what the SEC…
This Article reviews the administrative history of Sarbanes-Oxley Section 404—namely, the experience of the U.S. Securities and Exchange Commission in implementing Section 404 rules from 2002 to 2010…
This article outlines reformist and legislative SOX-inspired efforts targeting the mission-driven sector, within which nonprofit and for-profit social enterprises reside.
The future of the Sarbanes-Oxley Act may be compromised by the political polarization of our society. The workplace and the government enforcement institutions have become or appear more politicized…
Changes in the Model Business Corporation Act—Amendments to Sections 1.43 and 2.08 and Chapter 7D Relating to Derivative Proceedings
The Committee approved the amendments to Sections 1.43 and 2.08 and Chapter 7D Relating to Derivative Proceedings upon third and final reading without change.
Changes in the Model Business Corporation Act—Amendments to Sections 2.07 and 3.03 Relating to Emergency Bylaws and Emergency Powers
The Committee approved the amendments to Sections 2.07 and 3.03 upon third and final reading without change.
The Annual Survey Working Group reports annually on judicial decisions that we believe are the of the greatest significance to mergers and acquisitions (“M&A”) practitioners.
Survey—Federal Regulation of Securities
The Review covers significant developments in federal securities law and regulation during 2022. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw deve…
The Review covers significant developments in federal securities law and regulation during 2022. This portion covers regulatory developments.
The Review covers significant developments in federal securities law and regulation during 2022. This portion covers accounting developments.
The survey covers significant developments in federal securities law and regulation during 2022. This portion covers caselaw developments.