Benefits and Costs of Sarbanes-Oxley Section 404(B) Exemption PDF Download
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Author: Weili Ge
Publisher:
ISBN:
Category :
Languages : en
Pages : 0
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Book Description
Thousands of publicly traded U.S. firms are exempt from auditor oversight of internal control effectiveness disclosures (Section 404(b) of the Sarbanes-Oxley Act of 2002). We provide initial estimates of the measurable benefits and costs of this exemption. We measure the benefit of exemption with audit fee savings, which we estimate to be an aggregate $388 million from 2007 through 2014 for our sample of exempt firms. The key concern of exemption is internal control misreporting (IC misreporting; i.e., firms with ineffective internal controls erroneously disclosing effective internal controls). We estimate that 9.3 percent of exempt firms are IC misreporters, and that 404(b) compliance would lower this IC misreporting to 5.8 percent. IC misreporting imposes at least two measurable costs on current and prospective shareholders: lower operating performance due to non-remediation, and market values that fail to reflect a firm's underlying internal control status. We calculate the cost of 404(b) exemption from 2007 through 2014 to be an aggregate $719 million in lower future earnings due to non-remediation, and a $935 million delay in aggregate market value decline due to the failure to disclose ineffective internal controls. Although the measurable costs of exemption exceed the measurable benefits, the audit fee savings benefit shareholders of all exempt firms, whereas costs are borne by shareholders of only a fraction of exempt firms (the IC misreporters). In addition to providing initial evidence on measurable benefits and costs of internal control disclosure regulation, our study provides a tool for identifying the firms most at risk of inaccurately disclosing internal control effectiveness.
Author: Weili Ge
Publisher:
ISBN:
Category :
Languages : en
Pages : 0
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Book Description
Thousands of publicly traded U.S. firms are exempt from auditor oversight of internal control effectiveness disclosures (Section 404(b) of the Sarbanes-Oxley Act of 2002). We provide initial estimates of the measurable benefits and costs of this exemption. We measure the benefit of exemption with audit fee savings, which we estimate to be an aggregate $388 million from 2007 through 2014 for our sample of exempt firms. The key concern of exemption is internal control misreporting (IC misreporting; i.e., firms with ineffective internal controls erroneously disclosing effective internal controls). We estimate that 9.3 percent of exempt firms are IC misreporters, and that 404(b) compliance would lower this IC misreporting to 5.8 percent. IC misreporting imposes at least two measurable costs on current and prospective shareholders: lower operating performance due to non-remediation, and market values that fail to reflect a firm's underlying internal control status. We calculate the cost of 404(b) exemption from 2007 through 2014 to be an aggregate $719 million in lower future earnings due to non-remediation, and a $935 million delay in aggregate market value decline due to the failure to disclose ineffective internal controls. Although the measurable costs of exemption exceed the measurable benefits, the audit fee savings benefit shareholders of all exempt firms, whereas costs are borne by shareholders of only a fraction of exempt firms (the IC misreporters). In addition to providing initial evidence on measurable benefits and costs of internal control disclosure regulation, our study provides a tool for identifying the firms most at risk of inaccurately disclosing internal control effectiveness.
Author: Stephen M. Bainbridge
Publisher:
ISBN:
Category :
Languages : en
Pages : 0
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Book Description
Section 404 of the Sarbanes-Oxley Act of 2002 (SOX) was intended to improve public company internal controls over financial reporting (ICFR). Faulty internal controls were believed to have contributed to many corporate scandals during the dot-com era. Empirical research of the pre-SOX era suggested that reporting companies with poor internal controls tended to have more frequent earnings restatements, more SEC enforcement proceedings, and poorer performance than comparable firms with strong internal controls. When SOX was adopted § 404 was not among the most controversial provisions. Instead, it was the attorney conduct rules, CEO and CFO certification requirements, and the ban on loans to officers and directors--plus the larger question of federalizing corporate governance--that generated most of the early criticism aimed at the statute. Once companies began implementing § 404's mandate for assessments of their internal controls over financial reporting, however, it became apparent that compliance costs were considerably greater than anticipated. In short order, § 404 became--and remains--SOX's most controversial provision. SOX's twentieth anniversary seems an opportune time to reassess the controversy over § 404. There is a considerable body of empirical evidence on the costs and benefits of § 404, which this article reviews. As it turns out, however, there are so many potential confounding factors that all of the evidence must be viewed with a degree of skepticism. Nonetheless, a few conclusions can be drawn. With the benefit of hindsight, it seems clear that Congress in 2002 had no idea what it would cost companies to comply § 404. The SEC had an estimate of what § 404(a) compliance would cost but had no idea what § 404(b) compliance would cost. Sticker shock seems the right description of the reaction once those costs became clear. Section 404 compliance costs were substantial from the outset. Those costs were disproportionately borne by smaller firms from the outset. 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. As far as achieving its main goal of reducing material weaknesses in ICFR, § 404 cannot be deemed a success. Both adverse managerial reports and auditor attestations actually rose prior to 2014 and have dropped only slightly in the subsequent period. Problems with firms failing to remediate persistent material weaknesses remain a source of concern.
Author: Brown
Publisher: Wolters Kluwer
ISBN: 145488634X
Category : Business & Economics
Languages : en
Pages : 2350
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Book Description
The Regulation of Corporate Disclosure is a one-volume treatise on the disclosure regime in place under the Federal securities laws. The treatise addresses the formal disclosure process (periodic reports, MD&A, Regulation FD), the informal disclosure process (press releases, social media, discussions with analysts), and the application of the antifraud provisions to these communications. The treatise includes chapters on scienter and materiality, and also addresses communications with and disclosure obligations to shareholders. The Fourth Edition has been significantly revised and, among other topics, includes coverage of: The duties and responsibilities of corporate officials relating to the disclosure process The most recent cases addressing disclosure issues, including decisions by the Supreme Court on topics such as the application of the antifraud provisions to beliefs and opinions Pronouncements by the U.S. Securities and Exchange Commission on disclosure issues, including consideration of the SEC's efforts to improve disclosure effectiveness The developing need to consider disclosure of public interest matters, including the effects of climate change on a company's business The disclosure requirements applicable to the proxy process, including the system for uncovering the identity of street name owners State disclosure obligations of the board of directors under its fiduciary obligations to shareholders.
Author: Barry Leonard
Publisher: DIANE Publishing
ISBN: 1437924549
Category : Business & Economics
Languages : en
Pages : 139
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Book Description
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.
Author: Carol Alexander
Publisher: John Wiley & Sons
ISBN: 1394178158
Category : Business & Economics
Languages : en
Pages : 624
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Book Description
Identifying malpractice and misconduct should be top priority for financial risk managers today Corruption and Fraud in Financial Markets identifies potential issues surrounding all types of fraud, misconduct, price/volume manipulation and other forms of malpractice. Chapters cover detection, prevention and regulation of corruption and fraud within different financial markets. Written by experts at the forefront of finance and risk management, this book details the many practices that bring potentially devastating consequences, including insider trading, bribery, false disclosure, frontrunning, options backdating, and improper execution or broker-agency relationships. Informed but corrupt traders manipulate prices in dark pools run by investment banks, using anonymous deals to move prices in their own favour, extracting value from ordinary investors time and time again. Strategies such as wash, ladder and spoofing trades are rife, even on regulated exchanges – and in unregulated cryptocurrency exchanges one can even see these manipulative quotes happening real-time in the limit order book. More generally, financial market misconduct and fraud affects about 15 percent of publicly listed companies each year and the resulting fines can devastate an organisation's budget and initiate a tailspin from which it may never recover. This book gives you a deeper understanding of all these issues to help prevent you and your company from falling victim to unethical practices. Learn about the different types of corruption and fraud and where they may be hiding in your organisation Identify improper relationships and conflicts of interest before they become a problem Understand the regulations surrounding market misconduct, and how they affect your firm Prevent budget-breaking fines and other potentially catastrophic consequences Since the LIBOR scandal, many major banks have been fined billions of dollars for manipulation of prices, exchange rates and interest rates. Headline cases aside, misconduct and fraud is uncomfortably prevalent in a large number of financial firms; it can exist in a wide variety of forms, with practices in multiple departments, making self-governance complex. Corruption and Fraud in Financial Markets is a comprehensive guide to identifying and stopping potential problems before they reach the level of finable misconduct.
Author: Benjamin van Rooij
Publisher: Beacon Press
ISBN: 0807049093
Category : Social Science
Languages : en
Pages : 314
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Book Description
A 2022 PROSE Award finalist in Legal Studies and Criminology A 2022 American Bar Association Silver Gavel Award Finalist A Behavioral Scientist’s Notable Book of 2021 Freakonomics for the law—how applying behavioral science to the law can fundamentally change and explain misbehavior Why do most Americans wear seatbelts but continue to speed even though speeding fines are higher? Why could park rangers reduce theft by removing “no stealing” signs? Why was a man who stole 3 golf clubs sentenced to 25 years in prison? Some laws radically change behavior whereas others are consistently ignored and routinely broken. And yet we keep relying on harsh punishment against crime despite its continued failure. Professors Benjamin van Rooij and Adam Fine draw on decades of research to uncover the behavioral code: the root causes and hidden forces that drive human behavior and our responses to society’s laws. In doing so, they present the first accessible analysis of behavioral jurisprudence, which will fundamentally alter how we understand the connection between law and human behavior. The Behavioral Code offers a necessary and different approach to battling crime and injustice that is based in understanding the science of human misconduct—rather than relying on our instinctual drive to punish as a way to shape behavior. The book reveals the behavioral code’s hidden role through illustrative examples like: • The illusion of the US’s beloved tax refund • German walls that “pee back” at public urinators • The $1,000 monthly “good behavior” reward that reduced gun violence • Uber’s backdoor “Greyball” app that helped the company evade Seattle’s taxi regulators • A $2.3 billion legal settlement against Pfizer that revealed how whistleblower protections fail to reduce corporate malfeasance • A toxic organizational culture playing a core role in Volkswagen’s emissions cheating scandal • How Peter Thiel helped Hulk Hogan sue Gawker into oblivion Revelatory and counterintuitive, The Behavioral Code catalyzes the conversation about how the law can effectively improve human conduct and respond to some of our most pressing issues today, from police misconduct to corporate malfeasance.
Author: J. Christopher Westland
Publisher: Springer Nature
ISBN: 3030490912
Category : Business & Economics
Languages : en
Pages : 344
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Book Description
Today, information technology plays a pivotal role in financial control and audit: most financial data is now digitally recorded and dispersed among servers, clouds and networks over which the audited firm has no control. Additionally, a firm’s data—particularly in the case of finance, software, insurance and biotech firms— comprises most of the audited value of the firm. Financial audits are critical mechanisms for ensuring the integrity of information systems and the reporting of organizational finances. They help avoid the abuses that led to passage of legislation such as the Foreign Corrupt Practices Act (1977), and the Sarbanes-Oxley Act (2002). Audit effectiveness has declined over the past two decades as auditor skillsets have failed to keep up with advances in information technology. Information and communication technology lie at the core of commerce today and are integrated in business processes around the world. This book is designed to meet the increasing need of audit professionals to understand information technology and the controls required to manage it. The material included focuses on the requirements for annual Securities and Exchange Commission audits (10-K) for listed corporations. These represent the benchmark auditing procedures for specialized audits, such as internal, governmental, and attestation audits. Using R and RStudio, the book demonstrates how to render an audit opinion that is legally and statistically defensible; analyze, extract, and manipulate accounting data; build a risk assessment matrix to inform the conduct of a cost-effective audit program; and more.
Author: United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs. Subcommittee on Securities, Insurance, and Investment
Publisher:
ISBN:
Category : Finance
Languages : en
Pages : 130
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Author: United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs. Subcommittee on Economic Policy
Publisher:
ISBN:
Category : Business & Economics
Languages : en
Pages : 76
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Author: United States. Congress
Publisher:
ISBN:
Category : Banking law
Languages : en
Pages : 904
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