Summary of What Is Sarbanes-Oxley?

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What Is Sarbanes-Oxley? book summary
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Rating

7

Qualities

  • Applicable

Recommendation

This dry-as-bones handbook gives essential overview information about the numerous, varied requirements of the U.S. Sarbanes-Oxley Act (SOA). Reading it is much easier than reading the Act itself, mainly because the book is much shorter. Author Guy P. Lander probably comes as close as possible for a practicing securities law attorney to writing in plain English. That does not mean that this book will appeal to the general reader. getAbstract believes it will see its best service as a handy reference on the bookshelves of executives responsible for discussing their firms' SOA compliance efforts with their attorneys, auditors and peers.

About the Author

Guy P. Lander is a partner specializing in corporate and securities law at Davies Ward Phillips & Vineberg, LLP, in New York City. He is the author of U.S. Securities Law for International Financial Transactions and Capital Markets and Resales of Restricted Securities under SEC Rules 144 and 144A. He is the former chairman of the New York Bar Association's Committee on Securities Regulation and of its Section on Business Law.

 

Summary

Changes Wrought by Sarbanes-Oxley

The Sarbanes-Oxley Act (SOA), passed in July, 2002, is a major piece of legislation that changes existing U.S. corporate law in several important respects:

• It sets a higher standard for the audit committee of the board of directors.

• It sets new standards for the independence of auditors.

• It requires more disclosure of off-balance sheet transactions.

• It requires Chief Executive Officers (CEOs) and Chief Financial Officers (CFOs) to certify the accuracy of corporate financial reports and exposes them to possible criminal penalties including fines as high as $5 million and imprisonment for as long as 20 years. • It requires management and auditors to assess internal controls annually. • It requires disclosure within two days of the sale or purchase of stock by insiders. • It requires disclosure of some information in real time.

Disclosure Controls and Procedures

Under Sarbanes-Oxley, companies must divulge certain information about their "disclosure controls and procedures" and about their "internal control over financial reporting." The disclosure controls and procedures must ensure that ...


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