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This paper discusses empirical evidence on the costs (and benefits) of the Sarbanes-Oxley Act (SOX), particularly from stock returns and firms' going-private decisions. Zhang (2006) analyzes stock returns around key legislative events and concludes that SOX and its provisions have imposed significant net costs on firms. Engel et al. (2006) examine going-private decisions before and after SOX and point to unintended consequences of SOX. Both studies are carefully conducted and deserve praise for tackling a timely and important issue. However, as my discussion and its evidence highlight, several of the key findings may not be attributable to SOX. Instead, they may reflect broader market trends. Thus, we need to exercise caution in interpreting the existing evidence. While it is not implausible that one-size-fits-all regulation imposes significant costs on firms, we presently do not have much SOX-related evidence supporting this conclusion. In fact, there is a growing body of evidence (which I review) that SOX has increased the scrutiny on firms and has produced certain benefits. The net effects on firms or the U.S. economy, however, remain unclear.
The Public Co. Accounting Reform and Investor Protection Act, otherwise known as the Sarbanes-Oxley Act, was enacted in July 2002 after a series of high-profile corp. scandals involving Enron and Worldcom. Section 404(a) of the Act requires management to assess and report on the effectiveness of internal control over financial reporting. It also requires that an independent auditor attest to management¿s assessment of the effectiveness of those controls. Efforts to reduce the costs while retaining the effectiveness of compliance resulted in a series of reforms in 2007. This report presents an analysis of data from publicly traded co. collected from a survey of financial exec. of co. with Section 404 experience. Charts. This is a print on demand report.
Accounting scandals such as Enron and WorldCom ushered in several regulatory overhauls including Sarbanes-Oxley. This monograph summarizes and synthesize a decade of academic research to develop an evolving dominant explanation around these myriad changes.
New investment techniques and new types of shareholder activists are shaking up the traditional ways of equity investment that informs much of our present-day corporate law and governance. Savvy investors such as hedge funds are using financial derivatives, securities lending transactions, and related concepts to decouple the financial risk from shares. This leads to a distortion of incentives and has potentially severe consequences for the functioning of corporate governance and of capital markets overall. Taking stock of the different decoupling strategies that have become known over the past several years, this book then provides an evaluation of each from a legal and an economic perspective. Based on several analytical frameworks, the author identifies the elements of equity deconstruction and demonstrates the consequences for shareholders, outside investors, and capital markets. On this basis, the book makes the case for regulatory intervention, based on three different pillars and comprising disclosure, voting right suspension, and ex-post litigation. The book concludes by developing a concrete, comprehensive proposal on how to address the regulatory problem. Overall, this book contributes to the debate about activist investment and the role of shareholders in corporate governance. At the same time it raises a number of important considerations about the role of equity investment more generally.
Although much has been written about innovation in the past several years, not all parts of the innovation lifecycle have been given the same treatment. This volume focuses on the important first step of arranging financing for innovation before it is made, and explores the feedback effect that innovation can have on finance itself. The book brings together a diverse group of leading scholars in order to address the financing of innovation. The chapters address three key areas, intellectual property, venture capital, and financial engineering in the capital markets, in order to provide fresh and insightful analyses of current and future economic developments in financing innovation. Chapters on intellectual property cover topics including innovation in law-making, orphan business models, and the use of intellectual property to protect financial engineering innovations and developing intellectual property regimes in Brazil, Russia, India, and China. The book also covers the tax treatment of venture capital founders, the treatment of preferred stock by the Delaware Courts, asset-backed lending hedge funds, and corporate governance for small businesses after the Dodd-Frank financial reform bill. The book will be of interest to scholars, practitioners, and students in law, innovation, finance, and business.
As fraud and corruption continue to spread globally, illicit and illegitimate finance is one of many areas of concern. To help stop the spread of corruption across fields and industries, further study on the best practices and strategies to combat illicit and illegitimate finance is required. Concepts and Cases of Illicit Finance provides understanding and lessons learned regarding all aspects of illicit and illegitimate finance. Covering key topics such as financial crimes, financial intelligence, and hacking fraud, this premier reference work is ideal for business owners, managers, policymakers, industry professionals, researchers, academicians, scholars, practitioners, instructors, and students.
This is the second edition of this highly regarded comparative overview of corporate law. It argues that the main function of corporate law is to address conflicts of interests and that, despite economic and social diversity, legal strategies employed across jurisdictions are surprisingly similar.
Deals with the theme of Recovering from Financial Crisis. This book offers insight into: the surge in going-private transactions; hedge fund failures; the controversial aspects of private equity arrangements; why commodity producers (such as oil companies) choose not to hedge; and, trends in IPO activity.
By examining two different modes of internal control and the fundamentals of risk management, this book analyses the role of internal control in financing, investment, profit distribution, and corporate strategies through China's experience. In doing so, it confirms the effectiveness and superiority of internal control over operation and management. The book compares the various internal control methods used in China and the USA, namely, operation and management-oriented versus financial reporting-oriented approaches. It also discusses the differences in corporate risk attitudes and behaviours under the two approaches. The author then proposes the hyper-correction hypothesis and the trimming hypothesis. Empirical findings regarding corporate cash policy, mergers and acquisitions, tax avoidance, and diversification strategy reveal that internal control in China does not result in undue risk aversion but instead manages enterprise risk within a reasonable capacity. These results support the trimming hypothesis and demonstrate that internal control is a useful risk management tool. The title will appeal to students, academics, and accounting professionals interested in internal control (risk management), accounting, auditing and corporate finance, regulation and governance.