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.

Central America: Labor Reports and Child Labor Reports Pursuant to the Trade Act of 2002, Section 2102(c)(8)-(9)

[Excerpt] These comments are in response to the “Request for Information Concerning Labor Rights in Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua and their Laws Governing Exploitative Child Labor” published at 68 Fed. Reg. 19580 (April 21, 2003). This Request for Information was issued pursuant to Section 2102(c)(8) and (9) of the Trade Act of 2002, Pub. L. 107-210, which requires the President, with respect to any proposed trade agreement, to submit to Congress a “meaningful labor rights report” and a “report describing the extent to which the country or countries that are parties to the agreement have in effect laws governing exploitative child labor.”

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.

An introduction to CLERP 9

An Introduction to CLERP 9, as its title suggests, is aimed at providing legal practitioners and students with an overview of Australia’s corporate governance reforms, but more than that, it also analyses the events that led to the reforms and provides practical examples of how the amendments will change corporate practices.

The book begins by defining what is generally meant by good corporate governance. It then outlines the relevant recent events that led to introduction and commencement of the Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 (CLERP 9) on 1 July this year. The corporate failures of Enron and HIH – and subsequent Royal Commission – in 2001, and the failure of private auditing firms to warn of their client’s problems are well summarised.

As well as the Sarbanes Oxley Act of 2002, the US equivalent to CLERP 9, the establishment of the ASX Corporate Governance Council and the release of its Principles of Good Corporate Governance and Best Practice Recommendations are examined in detail.

The book covers all the chief changes, including the new rules for audit independence, financial disclosure, whistleblowing, remuneration for directors and executives and continuous disclosure.

Throughout, the book provides a comprehensive and easy to understand commentary on how the CLERP 9 Act alters the Corporations Act 2001 and the ASIC Act 2001, as well as highlighting important changes that affect present practice. For example, the author notes that under the auditor independence rules, when an audit firm contravenes an independence requirement, liability is placed on all members and directors of the audit firm, not just the lead auditor responsible for a particular audit. This, he says, is aimed at introducing a “culture of compliance”.

As well as providing a quick reference guide to how the CLERP 9 Act amends the Corporations and ASIC Acts at the beginning of the book, the table at the end of the book comparing the corporate governance reforms in the US, UK and Australia will be very useful for practitioners trying to make sense of how multinational clients might be liable across different jurisdictions.

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.

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.

Homem e risco: do oráculo à lei Sarbanes-Oxley

O presente trabalho aborda a relação histórica entre o Homem e o Risco, com ênfase nas relações contemporâneas, passando pela Ética Empresarial e pela Governança Corporativa, que têm por objetivo disciplinar as relações do capital com base nos princípios de eqüidade, transparência e prestação de contas, além do respeito às leis, regulamentos, normas, tanto formais quanto informais ou de mercado, e os aspectos éticos intrínsecos e culminando com a Lei Sarbanes-Oxley. Mais do que aproximar o investimento da produção, esse conjunto alicerça a confiança mútua, tornando-se arena de negócios entre atraídos e atraentes, ou seja, investidores e empresas. Estabelece, também, uma oportunidade para as empresas aumentarem suas origens por ação direta do patrimônio líquido, não implicando, portanto, em ônus dissociado do retorno, premiando, sob vários enfoques, a rentabilidade com responsabilidade social e percepção dos outros públicos inerentes ao negócio - stakeholders.