| Tags |
Sarbanes Oxley
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| Year | 2006 |
| Publisher | International Law & Managment Review |
| Volume | 3 |
| Page Range | 1 - 42 |
| Description | This paper proposes that the SEC should take further steps to exempt European issuers from certain of the Act’s provisions because they fail to consider the different E.U. corporate practice norms and because they infringe on the sovereignty of other nations. Additionally, European issuers should be exempt because the EC Plan will likely accomplish the desired goals of the Act. The SEC could create additional limited exemptions without compromising the purposes of the Act—to restore investor confidence in the markets and to assure the integrity of the U.S. market. These exemptions include: 1) permitting European issuers to file financial statements with the SEC using only International Financial Reporting Standards (IFRS), 2) exempting European issuers from audit committee independence requirements when the issuer’s home country independence standards are the same as the SEC’s, 3) exempting European issuers from CEO and CFO certification requirements when the issuer’s home country or the EC imposes collective liability on board members, and 4) exempting European issuers from Public Company Accounting Oversight Board (PCAOB or Board) registration and inspection if the EC’s Committee of European Securities Regulators (CESR) and Committee on Auditing oversight capabilities parallel those of the PCAOB. In Part I, this paper will briefly discuss the Sarbanes-Oxley Act’s initial impact on foreign issuers. Part II introduces the EC’s Plan, contrasting it with the Act. Part III analyzes the provisions of the Act and the accompanying SEC rules affecting European companies, contrasting them with equivalent provisions of the EC’s Plan. Part III also examines measures that the SEC has already taken to exempt European issuers from compliance with the Act, including a discussion of what further steps could be taken. Part IV summarizes the proposed exemptions. (Description from Source) |