SOX Turns 20: Securities Markets and Related Provisions and a Look Forward

Over twenty years ago, on July 30, 2002, after passing the U.S. Senate on a 97-0 vote, the historic Sarbanes-Oxley Act of 2002 (“SOX” or “the Act”) was signed into law.  Over the following months and years, the wide-ranging provisions of the Act and the resulting regulations dramatically affected public companies, their auditors, their advisors and regulators.  This Briefing, the third in a series of three, will overview the events leading to the passage of SOX, how its provisions affected those whose conduct was scrutinized in Congressional investigations and how the later 2008 financial crisis, which led to passage of the Dodd-Frank Act, might have resulted in part from the failure in SOX to impose additional regulation on some of the parties.  Discussion will focus on the initial and on-going impact of these provisions, and how they continue to influence the evolution of securities market regulation. Please join Gary M. Brown of Nelson Mullins Riley & Scarborough LLP and SEC Institute Directors Bob Laux and George M. Wilson for this Sarbanes-Oxley retrospective.

In this Briefing faculty will:

• Discuss the catalysts for SOX – 2 minutes
• Discuss investigative revelations and the events leading up to SOX’s passage – 5 minutes
• Outline the groups under scrutiny and the principal objectives of SOX – 4 minutes
• Discuss the rationale for other provisions in the Act – 5 minutes
• Outline enhanced SEC review requirements – 3 minutes
• Requirement for “real time” disclosure– 3 minutes
• Regulation of securities analysts – Regulation AC– 3 minutes
• Discuss the enhanced criminal and civil liability provisions of SOX, including: – 5 minutes
• Lengthening statute of limitations
• Alteration of documents
• Misrepresentations to auditors
• White collar criminal penalties
• Discuss required changes to the U.S. Sentencing Guidelines- 5 minutes
• Effect on compliance programs
• Potential effect on director obligations and liability
• Summarize other provisions of the Act, including: - 5 minutes
• Clawbacks
• Prohibition of director or executive officer loans
• Change of Form 4 deadline to two days
• Responsibilities of attorneys
• Credit rating agencies
• Investment banks
• SOX epilogue – the 2008 financial crisis – 5 minutes
• Role of securitization
• Role of investment banks
• Role of credit rating agencies
• The response – Dodd Frank – and a discussion of its various responsive provisions
• Assess the overall impact of SOX on public companies and their advisors – 5 minutes
• Discuss the influence of the Act on the direction of new governance and disclosure requirements – 10 minutes

You may also want to listen to our related Sox Turns 20 One-Hour Briefings:

SOX Turns 20: Auditing and Accounting Impacts and a Look Forward

SOX Turns 20: Changes in Governance and Disclosure and a Look Forward

Who Should Attend:  Accountants and attorneys who deal with SEC reporting and disclosure and related accounting issues, including CFOs, controllers and their staff, internal auditors, partners of public accounting firms and their staff, in-house counsel, and outside attorneys

Program Level: Update

Prerequisites: None

Advanced Preparation: None