The Sarbanes-Oxley Act of 2002 is the most important federal securities legislation since the New Deal. This landmark legislation mandates significant reform in all aspects of the financial reporting and disclosure system, and imposes new duties on the participants in that system. The Sarbanes-Oxley Act also created the Public Company Accounting Oversight Board and gave it broad powers to set auditing standards for accounting firms that audit public companies.
In this context, Congress directed the SEC to adopt rules increasing the accountability of senior management, improving the quality of financial reporting, and raising legal and ethical standards for the gatekeepers of the financial system, such as analysts, auditors, audit committees, management, and attorneys.
The Sarbanes-Oxley Manual: A Handbook for the Act and SEC Rules contains detailed discussion of the extensive SEC rulemaking that filled in the statutory framework, as well as a discussion of the statutes themselves. The Sarbanes-Oxley Manual also looks at the legislative history, as well as subsequent SEC staff interpretations. In addition, it examines court decisions interpreting various provisions of the Sarbanes-Oxley Act .
Among the many topics examined in the Sarbanes-Oxley Manual are provisions governing: audit committees, auditor independence, the certification of financial statements, insider reporting, the composition, rules and standards of the PCAOB, attorney professional responsibility, analyst conflicts of interest, whistleblower protections, and internal control over financial reporting. The Sarbanes-Oxley Manual also includes, following the chapter discussion, an appendix containing the complete law text (see ¶1000 et seq.).
The Third Edition includes a new chapter on the international implications of Sarbanes-Oxley (see ¶701-704). It also features expanded discussion of internal controls, including the recently-issued PCAOB Auditing Standard No. 5 and the SEC’s management guidance (see ¶510 et seq.). Other new coverage includes analysis of court decisions on such issues as the constitutionality of the PCAOB (see ¶201), forfeiture of bonuses and profits under Section 304 (see ¶618), certification liability under Section 302 (see ¶438), the Section 308 Fair Funds provision (see ¶612), and the Section 804 limitations period (see ¶634).
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Chapter 1- INTRODUCTION
Chapter 2 - ACCOUNTING OVERSIGHT BOARD
Investigations and Disciplinary Actions
Chapter 3 - AUDITOR INDEPENDENCE
Prohibited Non-Audit Services
Audit Committee Pre-Approval of Services
Audit Partner Rotation
Report to Audit Committee
Chapter 4 - CORPORATE GOVERNANCE AND RESPONSIBILITY
Improper Influence on Audits
Attorney Reporting Duties
Chapter 5 - ISSUER AND MANAGEMENT DISCLOSURE
Disclosures in Periodic Reports
Audit Committee Financial Expert
Financial Officer Code of Ethics
Chapter 6 - OTHER REFORMS
Analyst Conflicts of Interest
SEC Resources, Authority and Enforcement
Fraud and Criminal Penalties
Studies and Reports
Chapter 7 - INTERNATIONAL ASPECTS
Corporate Governance - Audit Committees
Certification of Reports
TEXT OF ACT