Accounting reform and investor protection : hearings before the Committee on Banking, Housing, and Urban Affairs, United States Senate, One Hundred Seventh Congress, second session, on the legislative history of the Sarbanes-Oxley Act of 2002, accounting reform and investor protection issues raised by Enron and other public companies.

Shipping list number: 2003-0249-P (volumes 1-2, 4), 2003-0247-P (volume 3).

Municipal accountability: Should regulations similar to the Sarbanes -Oxley Act apply to the local sector?

As America moved into the 2lst century financial scandals associated with large publicly traded corporations brought widespread concern about the reliability of financial reporting. In response the U.S. Congress adopted the Sarbanes-Oxley Act of 2002 (SOX). Undergirding SOX was the belief that improvements in the reliability of an organization's financial disclosures would lead to increased trust in the issuing organization. While SOX is aimed at publicly traded private sector organizations, the value of adopting SOX-like practices in the public and the nonprofit sectors have been recognized. Although SOX-like auditing practices have not at the time of this research become part of the auditing regime for municipalities, the results of this research provide a baseline "read" of municipal finance officers' perceptions of the value and obstacles associated with adoption of two major components of SOX: Principal Officer(s) Certification (POC) and the Independent Audit Committee (IAC) requirements. The author mailed surveys to all finance officers of municipalities in Florida and Ohio with populations of 10,000 or greater which did not contract out the operation of their finance departments. Post-survey "elite" interviews were conducted in an effort to obtain a deeper understanding of revealed issues and contradictions found in the analysis of the results of the mails survey. The findings suggest municipal finance officers are willing to adopt POC but have reservations about implementing IAC. With both POC and IAC the respondents appeared to consider intangible, non-pecuniary consequences as much or more than tangible, pecuniary consequences. Consistent with prior research, attitudes regarding POC and IAC were found to be unrelated to prior adoptive behavior, or personal and organizational demographic variables. Although accounting and auditing are inexorably intertwined, views of the recently implemented GASB 34 reporting model were found to be unrelated to the willingness to adopt POC or IAC. Findings dovetail with current discourse in public sector accounting suggesting local finance professionals may see benefits—both tangible and intangible—to some but not all accounting practices adopted in the private sector. This is consistent with the commonly accepted belief that public sector accounting maintains fundamental differences from its private counterpart.

Sarbanes-Oxley and All That: Impact Beyond America's Shores

Speech delivered to the Federation of European Securities Exchanges' 7th European Financial Markets Convention in London in June 2003.

The Impact of the Sarbanes-Oxley Act on the Cost of Going Public

This paper examines the impact of the Sarbanes-Oxley Act (SOX), a legal framework intended to increase transparency and accountability of listed companies, on the cost of going public in the US. We expect SOX to increase the direct cost of going public, but decrease the underpricing because of reduced asymmetric information. Our main results corroborate these hypotheses. First, we find an increase in the cost of going public of 90 bp of gross proceeds. Second, we record a reduction in underpricing of 6 pp, which is related to a reduced offer price adjustment. This supports our hypothesis that SOX represents a mechanism to reduce asymmetric information.

Effective corporate governance : experimental evidence on international auditors'judgments and the contribution of financial accounting education

1 Summary This dissertation deals with two major aspects of corporate governance that grew in importance during the last years: the internal audit function and financial accounting education. In three essays, I contribute to research on these topics which are embedded in the broader corporate governance literature. The first two essays consist of experimental investigations of internal auditors' judgments. They deal with two research issues for which accounting research lacks evidence: The effectiveness of internal controls and the potentially conflicting role of the internal audit function between management and the audit committee. The findings of the first two essays contribute to the literature on internal auditors' judgment and the role of the internal audit function as a major cornerstone of corporate governance. The third essay theoretically examines a broader issue but also relates to the overall research question of this dissertation: What contributes to effective corporate governance? This last essay takes the perspective that the root for quality corporate governance is appropriate financial accounting education. r develop a public interest approach to accounting education that contributes to the literature on adequate accounting education with respect to corporate governance and accounting harmonization. The increasing importance of both the internal audit function and accounting education for corporate governance can be explained by the same recent fundamental changes that still affect accounting research and practice. First, the Sarbanes-Oxley Act of 2002 (SOX, 2002) and the 8th EU Directive (EU, 2006) have led to a bigger role for the internal audit function in corporate governance. Their implications regarding the implementation of audit committees and their oversight over internal controls are extensive. As a consequence, the internal audit function has become increasingly important for corporate governance and serves a new master (i.e. the audit committee) within the company in addition to management. Second, the SOX (2002) and the 8th EU Directive introduced additional internal control mechanisms that are expected to contribute to the reliability of financial information. As a consequence, the internal audit function is expected to contribute to a greater extent to the reliability of financial statements. Therefore, effective internal control mechanisms that strengthen objective judgments and independence become important. This is especially true when external- auditors rely on the work of internal auditors in the context of the International Standard on Auditing (ISA) 610 and the equivalent US Statement on Auditing Standards (SAS) 65 (see IFAC, 2009 and AICPA, 1990). Third, the harmonization of international reporting standards is increasingly promoted by means of a principles-based approach. It is the leading approach since a study of the SEC (2003) that was required by the SOX (2002) in section 108(d) was in favor of this approach. As a result, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) commit themselves to the development of compatible accounting standards based on a principles-based approach. Moreover, since the Norwalk Agreement of 2002, the two standard setters have developed exposure drafts for a common conceptual framework that will be the basis for accounting harmonization. The new .framework will be in favor of fair value measurement and accounting for real-world economic phenomena. These changes in terms of standard setting lead to a trend towards more professional judgment in the accounting process. They affect internal and external auditors, accountants, and managers in general. As a consequence, a new competency set for preparers and users of financial statements is required. The basil for this new competency set is adequate accounting education (Schipper, 2003). These three issues which affect corporate governance are the initial point of this dissertation and constitute its motivation. Two broad questions motivated a scientific examination in three essays: 1) What are major aspects to be examined regarding the new role of the internal audit function? 2) How should major changes in standard setting affect financial accounting education? The first question became apparent due to two published literature reviews by Gramling et al. (2004) and Cohen, Krishnamoorthy & Wright (2004). These studies raise various questions for future research that are still relevant and which motivate the first two essays of my dissertation. In the first essay, I focus on the role of the internal audit function as one cornerstone of corporate governance and its potentially conflicting role of serving both management and the audit committee (IIA, 2003). In an experimental study, I provide evidence on the challenges for internal auditors in their role as servant for two masters -the audit committee and management -and how this influences internal auditors' judgment (Gramling et al. 2004; Cohen, Krishnamoorthy & Wright, 2004). I ask if there is an expectation gap between what internal auditors should provide for corporate governance in theory compared to what internal auditors are able to provide in practice. In particular, I focus on the effect of serving two masters on the internal auditor's independence. I argue that independence is hardly achievable if the internal audit function serves two masters with conflicting priorities. The second essay provides evidence on the effectiveness of accountability as an internal control mechanism. In general, internal control mechanisms based on accountability were enforced by the SOX (2002) and the 8th EU Directive. Subsequently, many companies introduced sub-certification processes that should contribute to an objective judgment process. Thus, these mechanisms are important to strengthen the reliability of financial statements. Based on a need for evidence on the effectiveness of internal control mechanisms (Brennan & Solomon, 2008; Gramling et al. 2004; Cohen, Krishnamoorthy & Wright, 2004; Solomon & Trotman, 2003), I designed an experiment to examine the joint effect of accountability and obedience pressure in an internal audit setting. I argue that obedience pressure potentially can lead to a negative influence on accountants' objectivity (e.g. DeZoort & Lord, 1997) whereas accountability can mitigate this negative effect. My second main research question - How should major changes in standard setting affect financial accounting education? - is investigated in the third essay. It is motivated by the observation during my PhD that many conferences deal with the topic of accounting education but very little is published about what needs to be done. Moreover, the Endings in the first two essays of this thesis and their literature review suggest that financial accounting education can contribute significantly to quality corporate governance as argued elsewhere (Schipper, 2003; Boyce, 2004; Ghoshal, 2005). In the third essay of this thesis, I therefore focus on approaches to financial accounting education that account for the changes in standard setting and also contribute to corporate governance and accounting harmonization. I argue that the competency set that is required in practice changes due to major changes in standard setting. As the major contribution of the third article, I develop a public interest approach for financial accounting education. The major findings of this dissertation can be summarized as follows. The first essay provides evidence to an important research question raised by Gramling et al. (2004, p. 240): "If the audit committee and management have different visions for the corporate governance role of the IAF, which vision will dominate?" According to the results of the first essay, internal auditors do follow the priorities of either management or the audit committee based on the guidance provided by the Chief Audit executive. The study's results question whether the independence of the internal audit function is actually achievable. My findings contribute to research on internal auditors' judgment and the internal audit function's independence in the broader frame of corporate governance. The results are also important for practice because independence is a major justification for a positive contribution of the internal audit function to corporate governance. The major findings of the second essay indicate that the duty to sign work results - a means of holding people accountable -mitigates the negative effect of obedience pressure on reliability. Hence, I found evidence that control .mechanisms relying on certifications may enhance the reliability of financial information. These findings contribute to the literature on the effectiveness of internal control mechanisms. They are also important in the light of sub-certification processes that resulted from the Sarbanes-Oxley Act and the 8th EU Directive. The third essay contributes to the literature by developing a measurement framework that accounts for the consequences of major trends in standard setting. Moreovér, it shows how these trends affect the required .competency set of people dealing with accounting issues. Based on this work, my main contribution is the development of a public interest approach for the design of adequate financial accounting curricula. 2 Serving two masters: Experimental evidence on the independence of internal auditors Abstract Twenty nine internal auditors participated in a study that examines the independence of internal auditors in their potentially competing roles of serving two masters: the audit committee and management. Our main hypothesis suggests that internal auditors' independence is not achievable in an institutional setting in which internal auditors are accountable to two different parties with potentially differing priorities. We test our hypothesis in an experiment in which the treatment consisted of two different instructions of the Chief audit executive; one stressing the priority of management (cost reduction) and one stressing the priority of the audit committee (effectiveness). Internal auditors had to evaluate internal controls and their inherent costs of different processes which varied in their degree of task complexity. Our main results indicate that internal auditors' evaluation of the processes is significantly different when task complexity is high. Our findings suggest that internal auditors do follow the priorities of either management or the audit committee depending on the instructions of a superior internal auditor. The study's results question whether the independence of the internal audit function is actually achievable. With our findings, we contribute to research on internal auditors' judgment and the internal audit function's independence in the frame of corporate governance.

Hearing to review proposals to amend the program crop provisions of the Farm Security and Rural Investment Act of 2002 : hearing before the Subcommittee on General Farm Commodities and Risk Management of the Committee on Agriculture, House of Representatives, One Hundred Tenth Congress, first session, April 26, 2007.

"Serial no. 110-14."

Hearing to review the proposals to amend the program crop provisions of the Farm Security and Rural Investment Act of 2002 : hearing before the Subcommittee on General Farm Commodities and Risk Management of the Committee on Agriculture, House of Representatives, One Hundred Tenth Congress, first session, March 28, 2007.

"Serial no. 110-9."

Homeland Security Food and Agriculture Act of 2005 : report of the Committee on Homeland Security and Governmental Affairs, United States Senate, to accompany S. 572 to amend the Homeland Security Act of 2002 to give additional biosecurity responsibilities to the Department of Homeland Security.

"December 15, 2005."

Capital 2.0 capital formation and legal risk in a new global economic order from fiat to exit: including case studies of the proposed transatlantic trade and investment partnership between the United States and the European Union and the financing relation between the United States and the People’s Republic of China

Following the intrinsically linked balance sheets in his Capital Formation Life Cycle, Lukas M. Stahl explains with his Triple A Model of Accounting, Allocation and Accountability the stages of the Capital Formation process from FIAT to EXIT. Based on the theoretical foundations of legal risk laid by the International Bar Association with the help of Roger McCormick and legal scholars such as Joanna Benjamin, Matthew Whalley and Tobias Mahler, and founded on the basis of Wesley Hohfeld’s category theory of jural relations, Stahl develops his mutually exclusive Four Determinants of Legal Risk of Law, Lack of Right, Liability and Limitation. Those Four Determinants of Legal Risk allow us to apply, assess, and precisely describe the respective legal risk at all stages of the Capital Formation Life Cycle as demonstrated in case studies of nine industry verticals of the proposed and currently negotiated Transatlantic Trade and Investment Partnership between the United States of America and the European Union, TTIP, as well as in the case of the often cited financing relation between the United States and the People’s Republic of China. Having established the Four Determinants of Legal Risk and its application to the Capital Formation Life Cycle, Stahl then explores the theoretical foundations of capital formation, their historical basis in classical and neo-classical economics and its forefathers such as The Austrians around Eugen von Boehm-Bawerk, Ludwig von Mises and Friedrich von Hayek and most notably and controversial, Karl Marx, and their impact on today’s exponential expansion of capital formation. Starting off with the first pillar of his Triple A Model, Accounting, Stahl then moves on to explain the Three Factors of Capital Formation, Man, Machines and Money and shows how “value-added” is created with respect to the non-monetary capital factors of human resources and industrial production. Followed by a detailed analysis discussing the roles of the Three Actors of Monetary Capital Formation, Central Banks, Commercial Banks and Citizens Stahl readily dismisses a number of myths regarding the creation of money providing in-depth insight into the workings of monetary policy makers, their institutions and ultimate beneficiaries, the corporate and consumer citizens. In his second pillar, Allocation, Stahl continues his analysis of the balance sheets of the Capital Formation Life Cycle by discussing the role of The Five Key Accounts of Monetary Capital Formation, the Sovereign, Financial, Corporate, Private and International account of Monetary Capital Formation and the associated legal risks in the allocation of capital pursuant to his Four Determinants of Legal Risk. In his third pillar, Accountability, Stahl discusses the ever recurring Crisis-Reaction-Acceleration-Sequence-History, in short: CRASH, since the beginning of the millennium starting with the dot-com crash at the turn of the millennium, followed seven years later by the financial crisis of 2008 and the dislocations in the global economy we are facing another seven years later today in 2015 with several sordid debt restructurings under way and hundred thousands of refugees on the way caused by war and increasing inequality. Together with the regulatory reactions they have caused in the form of so-called landmark legislation such as the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, the JOBS Act of 2012 or the introduction of the Basel Accords, Basel II in 2004 and III in 2010, the European Financial Stability Facility of 2010, the European Stability Mechanism of 2012 and the European Banking Union of 2013, Stahl analyses the acceleration in size and scope of crises that appears to find often seemingly helpless bureaucratic responses, the inherent legal risks and the complete lack of accountability on part of those responsible. Stahl argues that the order of the day requires to address the root cause of the problems in the form of two fundamental design defects of our Global Economic Order, namely our monetary and judicial order. Inspired by a 1933 plan of nine University of Chicago economists abolishing the fractional reserve system, he proposes the introduction of Sovereign Money as a prerequisite to void misallocations by way of judicial order in the course of domestic and transnational insolvency proceedings including the restructuring of sovereign debt throughout the entire monetary system back to its origin without causing domino effects of banking collapses and failed financial institutions. In recognizing Austrian-American economist Schumpeter’s Concept of Creative Destruction, as a process of industrial mutation that incessantly revolutionizes the economic structure from within, incessantly destroying the old one, incessantly creating a new one, Stahl responds to Schumpeter’s economic chemotherapy with his Concept of Equitable Default mimicking an immunotherapy that strengthens the corpus economicus own immune system by providing for the judicial authority to terminate precisely those misallocations that have proven malignant causing default perusing the century old common law concept of equity that allows for the equitable reformation, rescission or restitution of contract by way of judicial order. Following a review of the proposed mechanisms of transnational dispute resolution and current court systems with transnational jurisdiction, Stahl advocates as a first step in order to complete the Capital Formation Life Cycle from FIAT, the creation of money by way of credit, to EXIT, the termination of money by way of judicial order, the institution of a Transatlantic Trade and Investment Court constituted by a panel of judges from the U.S. Court of International Trade and the European Court of Justice by following the model of the EFTA Court of the European Free Trade Association. Since the first time his proposal has been made public in June of 2014 after being discussed in academic circles since 2011, his or similar proposals have found numerous public supporters. Most notably, the former Vice President of the European Parliament, David Martin, has tabled an amendment in June 2015 in the course of the negotiations on TTIP calling for an independent judicial body and the Member of the European Commission, Cecilia Malmström, has presented her proposal of an International Investment Court on September 16, 2015. Stahl concludes, that for the first time in the history of our generation it appears that there is a real opportunity for reform of our Global Economic Order by curing the two fundamental design defects of our monetary order and judicial order with the abolition of the fractional reserve system and the introduction of Sovereign Money and the institution of a democratically elected Transatlantic Trade and Investment Court that commensurate with its jurisdiction extending to cases concerning the Transatlantic Trade and Investment Partnership may complete the Capital Formation Life Cycle resolving cases of default with the transnational judicial authority for terminal resolution of misallocations in a New Global Economic Order without the ensuing dangers of systemic collapse from FIAT to EXIT.

Audit committee director turnover

Actions by both private sector organizations and legislators in recent years have highlighted the importance of the audit committee of the board of directors of corporations in the financial reporting process. For example, the Sarbanes Oxley Act of 2002 has multiple sections that deal with the composition and functioning of audit committees. My dissertation examines multiple issues related to the composition of audit committees. In the first two parts of my dissertation, I examine the stock market reactions to disclosures of audit committee appointments and departures in the 8-Ks filed with the SEC during 2008 and 2009. I find that there is a positive stock market reaction to the appointment of audit committee directors who are financial experts. The second essay investigates the cumulative abnormal return to departure of audit committee directors. I find that when an accounting expert leaves the audit committee, the market reaction is significantly negative. These results are consistent with regulators’ concerns related to having directors with audit, accounting and other financial expertise on corporate audit committees. The third essay of my dissertation examines the changes in audit committee composition in the last decade. I find that while the increase in audit committee size is relatively modest, there has been a significant increase in the number of audit committee experts and the frequency of audit committee meetings over the past decade; interestingly, such increase in the number of meetings has persisted even after the media focus on the auditing profession, in the immediate aftermath of the Enron and Andersen failures, have waned. My results show that audit committee composition and its role continues to evolve with regulatory and other corporate governance related changes.

The perception of Executives and other Employees on the answer to the Sarbanes-Oxley: case study of a subsidary of the American auto industry established in Brazil

To attend and obtain the systems and. internal controls mechanisms proposed by Sarbanes-Oxley certifications is actually a big challenge,for most of the multinational companies registered in SEC (US Securities and Exchange Commission). This work has the objective of contributing to the analysis of this methodology, not only to attend the law but to reduce cost and generate value through the strengthen of the internal control systems, turning them into animating value generation process mechanisms. So, the idea is to identify the main gaps in the theory through the literature revision and a case study in order to put a question to the main deficiencies, strong points or contributions through the evaluation of the noticed practices. Finally, we can say that a a result of the research and the analyses made in. this case, the vast majority of executives and other employees recognize the benefit that Sarbanes-Oxley Act has brought to the company searched. Also recognize that, although there is still necessity for systemic adequacy and infrastructure, it helps and reinforce reducing and controlling the risks. the system of internal controls in all areas of expertise. They approach and understand that there is the need for a change in the other employees` culture to be inserted in the day-today routine as internal controls, attention to Sarbanes-Oxley and Corporate Governance, making the control cost smaller when compared to the benefits generated.

A efetividade dos códigos de ética empresarial na percepção do executivo brasileiro de empresas nacionais sujeitas à lei Sarbanes-Oxley – Uma análise exploratória baseada no modelo de Singh

As empresas buscam criar um contexto capacitante no qual a confiança é elemento preponderante para tais objetivos. Em 2002, após os conhecidos escândalos de governança corporativa, o Congresso dos Estados Unidos da América (EUA) sancionou a Lei Sarbanes-Oxley (SOx), com o objetivo de proteger os investidores e resgatar a confiança abalada. Empresas norte-americanas de capital aberto foram obrigadas a adotar códigos de ética corporativos, garantindo a máxima efetividade na prevenção de fraudes praticadas por empregados, sob pena de pesadas sanções cíveis e criminais para as empresas e seus executivos. O presente estudo visa verificar a efetividade dos Códigos de Ética Empresarial (CEE) na percepção do empregado brasileiro de empresa nacional subordinada à SOx. Com base no modelo de Singh (2011), foram analisadas 18 variáveis independentes de efetividade dos códigos de ética corporativos. Os resultados revelaram que 84,4% dos respondentes ao questionário avaliaram positivamente os CEE de suas respectivas empresas. Mas o modelo de Singh (2011) não refletiu integralmente os fatores por ele identificados, permitindo a proposição de um novo modelo de efetividade dos CEE. Novas pesquisas deverão contemplar a análise dos aspectos culturais brasileiros que podem impactar na efetividade dos CEE. Estudos de caso, considerando o universo de funcionários de uma única empresa, poderão aprofundar as pesquisas sobre o tema, além de possibilitar à empresa estudada um diagnóstico mais real da efetividade de seu código de ética.

Sarbanes-Oxley -lain vaikutukset suomalaisten pörssiyhtiöiden sisäiseen valvontaan

Tutkielmani aiheena on Sarbanes-Oxley -lain vaikutukset suomalaisten pörssiyhtiöiden sisäiseen valvontaan. Tavoitteenani on tutkia, millaisia vaikutuksia Sarbanes-Oxley -lailla on ollut hyvään johtamis- ja hallintojärjestelmään Suomessa ja ennen kaikkea sisäiseen valvontaan. Päästäkseni tavoitteeseen olen tutkinut, mitkä lait, säädökset ja ohjeistukset säätelevät corporate governancea Suomessa ja millainen on näiden ohjeiden sisältö. Olen suorittanut tutkimuksen normatiivisena, eli tavoitteeni on selvittää, millainen hyvän johtamis- ja hallintojärjestelmän pitäisi Suomessa olla, ja miten Sarbanes-Oxley on vaikuttanut näihin vaatimuksiin. Tutkimus on puhtaasti teoreettinen eikä sisällä empiiristä osaa. Corporate governancea ohjaa Suomessa lainsäädäntö ja monet erilaiset lain-säädäntöä täydentävät säädökset. Tärkeimmiksi corporate governancea koskeviksi arvoiksi nousevat riippumattomuus, avoimuus, tiedon läpinäkyvyys ja ennen kaikkearehellisyys. Sarbanes-Oxley laki on tuonut paljon uusia vaatimuksia lain piirissä oleville yhtiöille. Se sisältää paljon ohjeistusta koskien riippumattomuutta.Sarbanes-Oxley - laki on lisännyt tarkastusvaliokunnan roolia yritysten toiminnassa. Yhtiön johdolta SOX vaatii muodollisia todistuksia osallisuudesta talousraportoinnin prosessissa. Sarbanes-Oxley -laki lisää myös yhtiön raportointivaatimuksia merkittävästi, ja tästä syystä tietoa yhtiöistä onkin saatavilla enemmän kuin koskaan. Sarbanes-Oxley -laki on vaikuttanut suuresti yhtiöiden sisäiseen valvontaan. SOX vaatii, että yhtiön on raportoitava sen sisäisessä valvonnassa havaituista heikkouksista. Yhtiön täytyy myös tutkia sen sisäisen valvontajärjestelmän tehokkuutta säännöllisesti. Johdon tai sisäisen tarkastuksen on tehtävä tästä valvonnasta oma raporttinsa. Corporate governancea koskeva lainsäädäntö ja muuohjeistus muuttuu jatkuvasti sekä Suomessa että muualla maailmalla. Kehitystä on seurattava sekä kotimaassa että ulkomailla ja ohjeistusta päivitettävä tarvittaessa.