15 February 06
The "Sarbanes-Oxley Act" is a comprehensive corporate reform package that was signed into the US law on July 30, 2002. The passage of the Act has been heralded by some as a historic occasioncalling it the most significant accounting legislation since 1933, while others have severely criticized the Act either as a "too little too late measure" or as a hasty knee jerk reaction to a temporary situation. Without a doubt, the Sarbanes-Oxley Act is the single most important piece of legislation affecting corporate governance, financial disclosure and the practice of public accounting since the US securities laws of the early 1930s. And, it is clear that public companies and the accounting profession have made tremendous progress in meeting the rigorous requirements of this legislation. In this paper we shall discuss the business conditions that led to the passage of the Act, the accounting problems that caused the Act to be passed, the advantages and disadvantages of the Act and the effect of the Act on the future of the Accounting profession. In the end I shall state my personal opinion about the Act.
Between December 2001 and July 2002, four major US corporationsEnron, Global Crossing, Adelphia and WorldCom filed for bankruptcysix of the largest corporate bankruptcies in U.S. history (Recine 1535). These companies had hidden their true financial health from creditors and shareholders until an inability to meet financial commitments forced them to restate earnings that revealed massive losses. In most cases, the top most management had also indulged in massive fraud, insider trading and cashing in of stock options. The financial collapse of such large corporations, weakened a stock market already hit by the technology bubble-burst of 2000 and the 9/11 terrorist attacks. The US public was outraged at the unethical business practices of a number of corporate executives and demanded urgent action by the government. The legislatures were forced to re-examine the regulatory environment for businesses and the accounting profession and came up with Sarbanes-Oxley Act, which was promptly passed by the two houses and signed into law. Subsequent investigations into the bankruptcies revealed that not only was the top management of several large corporations directly involved in questionable business practices, they were actively aided by corporate accounting firms, attorneys and audit committees in the financial irregularities and cover-ups. In short, it was the unraveling of the accounting system of the US businesses. As an example, Enron was able to hide its precarious financial position and highly risky business operations by exploiting the loopholes in the existing accounting rules. This was done mainly through the use of hundreds of Special Purpose Entities (SPEs) that enabled the company to park its losses in off-balance sheet transactions while artificially showing increased earnings in its balance sheets. The surprising aspect of the scandal was that according to the prevalent accounting rules, SPEs were legitimate instruments .(Reinstein & Weirich 22). Another loophole in the accounting practice was the massive use of stock options, which does not have to be included in the financial statements as an expense, but can be treated as an expense by the firm for tax purpose. This allows firms to show lower to show lower payroll costs and higher figure profit figures. For example, Enron took a $625 million tax deduction for options from 1996 to 2000, yet legally included the $625 million on its earnings. (Kratz and Jones, 2002). Another accounting problem was the widespread amalgamation of the auditing and financial consulting functions. Arthur Anderson, Enron's auditor was also its financial consultant and was paid millions of dollars in audit and consulting fees, which led to conflict of interest and impaired the auditor's independence....
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