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[T719]The Sarbanes Oxley Act
by Earl Powers, Ear

The House had passed the Oxley bill in April 2002, which was related to the accountability, responsibility and transparency of stating financial status of the company. At the same time Senator Paul Sarbanes had another proposal on the similar lines. He presented the bill to the Senate Banking Committee which passed the bill with a majority.

Thereafter both the proposals made by House Representative Oxley and Senator Paul Sarbanes were reconciled to be formed in to one act, which is now popularly known as the Sarbanes Oxley Act. Sarbanes Oxley came into force mainly due to the financial scandals committed by corporate giants like Enron, WorldCom, etc. Since then the Sarbanes Oxley act had been the most important piece of legislation which seriously affects the corporate governance, financial disclosures and total accounting pattern in the companies.

After the Sarbanes Oxley act came into force, accounting system and financial statements disclosed by the companies made tremendous progress. This improvement has been possible due to rigorous requirements stated in the Sarbanes Oxley act. Due to this improvement it helps to protect investor confidence in the companies and the US legislature as well. Moreover, it also helps in establishing a public company accounting oversight board, auditor independence, and corporate responsibility and enhanced financial disclosures.

Most companies focus their attention on Sarbanes Oxley work in thirteen specific areas. These 13 areas are the ones where most of the financial impact is felt. Section 404 stated in the Sarbanes Oxley act is the ones that has caused the most concern in the financial sector according to which requires the corporate body to enhance stricter controls over the financial reporting by internal accounting personnel.

It has now become mandatory for companies to have Sarbanes Oxley compliance. The companies need to meet Sarbanes Oxley compliance deadlines. The most important ones are that firstly, the companies should meet the financial reporting and certifications mandates for statements filed after 15th November for any particular financial year. This deadline was amended from June 15th deadline stated earlier. Secondly, the Sarbanes Oxley compliance states that the smaller companies and foreign companies should meet the mandates for statements filed after 15th July. This deadline was amended from the earlier deadline of April 15th.

Sarbanes Oxley had separately drafted the act for the financial accounting but after the financial scams from corporate giants like Enron and WorldCam, draft for both the act were passed jointly by the US senate and the House unanimously and equivocally. Thus the Sarbanes Oxley act was organized into eleven titles out of which sections 302, 404, 401, 409, 802 and 906 are the most significant ones as they refer to the compliance and internal control for any financial reporting from a company.

Sarbanes Oxley software is also available for those who want to prepare their statements as per the Sarbanes Oxley act. This can also be downloaded from the Internet. The complete toolkit is accompanied by guides, presentations and implementation checklists. The checklists in the Sarbanes Oxley toolkit are provided in MS word format such that it can be easily edited.


Sarbanes Oxley is not only the original Act, but also all the interpretations in the new (after Enron and World Com) legal and political context. There is no room to "forget" to include legal proceedings after Sarbanes Oxley. The Act imposes a number of new disclosure requirements designed to enhance visibility.

- Disclosure of financial information prepared in accordance with (or reconciled to) generally accepted accounting principles... that reflect all material correcting adjustments that have been identified by a registered public accounting firm in accordance with GAAP and applicable securities laws.

- Disclosure of all material off-balance sheet transactions, arrangements, contingent obligations and other relationships with unconsolidated entities.

- Disclosure of codes of ethics for senior financial officers and, if a code of ethics has not been adopted, the reasons why the issuer has not done so.

- Real-Time Disclosure (§ 409). Under the Act, issuers will be required to disclose to the public, in plain English and on a “rapid and current basis," such additional information concerning material changes in the issuer’s financial condition or results of operations as the SEC determines, by rule, is necessary or useful for the protection of investors and in the public interest.

And, disclosure of the legal risks ( www.legal-risk.com ):

- The “whistleblower" protection for employees who assist in investigations of securities fraud claims against their companies (§ 806) ( www.sarbanes-oxley-act.biz/SarbanesOxleyAct.htm )

- An issuer may not discharge or discriminate against an employee who assists in an investigation, or participates in a proceeding against the issuer, regarding any conduct that the employee reasonably believes constitutes a violation of securities laws or constitutes fraud against the issuer’s shareholders.

- Retaliation against Informants (§ 1107)

- It is unlawful to knowingly and intentionally retaliate against any person, including interfering with the person’s lawful employment, for providing a law enforcement officer with any truthful information relating to the commission or possible commission of a federal offense. A violation of this provision may lead to fines and imprisonment for up to 10 years.

- The destruction, alteration or falsification of documents (§ 802)

- The destruction of corporate audit records (§ 802)

- The White-Collar Crimes (§ 903, 904)

- The "mistakes" or "omissions" in the certification by corporate officers (§ 906)

It is a criminal offense for the chief executive or chief financial officer of an issuer to file certifications of periodic reports, as required by Section 906 of the Act, knowing that the periodic report accompanying the statement does not comport with all of the requirements of the securities laws, as attested to in the certificate.

A "knowing" violation of this provision carries a maximum punishment of a fine of up to $1,000,000 and imprisonment for up to 10 years. A "willful" violation of this provision carries a maximum punishment of a fine of up to $5,000,000 and imprisonment for up to 20 years.

Companies have to explain to their investors all the risks, otherwise their public statements are misleading. And, if shareholders lose money, they will blame the company for hiding information.

The worst nightmare for companies is called Class action.

- A lawsuit against a corporation is granted class action status by a judge
- All shareholders receive a letter alerting them of the litigation
- Attorneys advertise the terms of the award in major newspapers, and encourage shareholders to contact them
- Law firms issue press releases announcing the filing of a securities fraud class action
- Lawyers in class action cases keep about one-third of any negotiated settlement or jury award, so they do not want money from the shareholders
- If you are a shareholder, you lose nothing and you have much money to expect

The negative publicity is a disaster for any company (and for its stock price).

Article Source : Why Guns Should Be Legal

About Author
Both Earl Powers & George Lekatis Lekatis are contributors for EditorialToday. The above articles have been edited for relevancy and timeliness. All write-ups, reviews, tips and guides published by EditorialToday.com and its partners or affiliates are for informational purposes only. They should not be used for any legal or any other type of advice. We do not endorse any author, contributor, writer or article posted by our team.

Earl Powers has sinced written about articles on various topics from Legal Matters, Lemon Law and Motorola Cell Phone. Earl Powers, US Lawyer and expert - focusing on
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