The Sarbanes Oxley Act, otherwise known in the Senate as the "Public Company Accounting Reform and Investor Protection Act" or in the House as the "Corporate and Auditing Accountability and Responsibility Act" is a U.S. federal law enacted on the 30th of July, 2002, as a response to many major accounting and corporate scandals including those that affected Tyco International, Enron, Peregrine Systems, Adelphia, and WorldCom.
These corporate scandals, which caused investors to incur billions of dollars due to the collapse of share prices, shook the public confidence in the securities markets of the nation. Named after Paul Sarbanes, former U.S. Senator, and Michael G. Oxley, former U.S. Representative, the Sarbanes Oxley Act was approved and passed by the House after with 423-3 votes and by the Senate with 99-0 votes.
It was signed into law by Former President George W. Bush, stating that this act included the most extensive reforms of the American business practices since Franklin D. Roosevelt's administration.
The new legislation enhanced the standards for all the public company boards and public accounting and management firms in the U.S. However, the Sarbanes Oxley Act is not applicable to privately-held companies. It contains 11 sections or titles, ranging from new corporate board responsibilities to new criminal penalties. It also requires the SEC or the Securities and Exchange Commission to put into practice the rulings on the requirements to adhere to the new law.
As mentioned above, the Sarbanes Oxley Act contains 11 sections describing specific requirements and mandates for financial reporting. Each section or title is summarized below:
1. Public Company Accounting Oversight Board
Title 1 is consist of nine sections and created the Public Company Accounting Oversight Board (PCAOB) to oversee all registered public accounting firms offering audit services.
2. Auditor Independence
Title II establishes the standards for the independence of external auditor to limit the conflicts of interest.
3. Corporate Responsibility
Title III allows the senior executives to assume individual responsibility for the completeness and accuracy of corporate financial reports.
4. Enhanced Financial Disclosures
Title IV describes the enhanced reporting requirements for different financial transactions of corporate officers, such as pro-forma figures, off-balance-sheet transactions, and the stock transaction.
5. Analyst Conflicts of Interest
Title V includes the measures designed to help in the restoration of investor's confidence in the securities analysts' reporting.
6. Commission Resources and Authority
Title VI defines the practices to restore and bring back the confidence of investors in securities analysts. It also defines the authority of SEC to bar or censure securities professionals from their practice. It also defines the different conditions that may cause a person to be barred from practicing his profession as an advisor, broker, or dealer.
7. Studies and Reports
Title VII requires the SEC and the Comptroller General to conduct different studies and report whatever their findings are.
8. Corporate and Criminal Fraud Accountability
Title VIII is often referred to as the 2002 Corporate and Criminal Fraud Act.
9. White Collar Crime Penalty Enhancement
This section is also known as the "2002 White Collar Crime Penalty Enhancement Act."
10. Corporate Tax Returns
Title X states that the company tax return should be signed by the Chief Executive Officer (CEO).
11. Corporate Fraud Accountability
Title XI determines corporate fraud and considers tampering as a criminal offense. It also modifies the sentencing guidelines to strengthen the penalties for such offense.
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