The U.s. "sarbanes-oxley Act Disclosure Rules

Sarbanes-Oxley Act is the abbreviation for the Sarbanes-Oxley Act of 2002,also known as Public Company Accounting Reform and Investor Protection Act of 2002,which was established to deal with financial fraudulent cases committed by big company like Enron,Xerox,and Worldcom.This act is set as the milestone since the Securities Act of 1933 and Securities Exchange Act of 1934,and it is called the New Guideline for Public Company.Sarbanes-Oxley Act covers the information disclosure of public company,the accountability of company officials,the right of SEC,the supervision of accounting industry and others,and its effectiveness covers 14,000 companies registered under the U.S.Security Exchange Committee,including many non-American companies,and brings great influence on the world economy.This article is divided into five parts excluding introduction and conclusion.The introduction section takes a retrospection of the financial scandal of big companies,and points out the background of Sarbanes-Oxley Act, also indicate author's motivation and purpose of the research in the Sarbanes-Oxley Act.In the first section,by analyzing the content of information disclosure, and researching in the changes of Securities Act of 1933,Securities Exchange Act of 1934,Regulation for Fair Disclosure of 2000,and Sarbanes-Oxley Act of 2002,the author discusses the information disclosure in the changes of U.S.security legislation,and set the historical foundation for the Sarbanes-Oxley Act.The author acknowledges that after four times of legislation,the principle of information disclosure shows the tendency of perspicuity.In the second section,the author makes summarization of the information disclosure in Sarbanes-Oxley Act from seven aspects,and further verifies the strengthening tendency of information disclosure in U.S.corporation and security legislation.By analyzing the main content, the author discusses the impact of Sarbanes-Oxley Act on U.S.domestic legal system,that is,the legislative idea of U.S.security laws shift from the compulsive information disclosure to materially control.And indicates the expansion of information disclosure,diversity of countering power,and reinforcement of security supervision organization accompanied by the change of legislative idea,will create actual and potential effect on the governing of public companies and supervision of security market.In the third section,by taking the perspective of the public companies, the author goes deep into the Sarbanes-Oxley Act,and expatiates the PCAOB,the information disclosure accountability of company officials and the authority of SEC.The author holds that the establishment of PCAOB represents the termination of self-monitoring in U.S.accounting industry.Meanwhile,the reinforcement of SEC authority and the endowment of more supervision function bring important effect on the execution of Sarbanes-Oxley Act,the reform of capital market and the consummation of company information disclosure.In the fourth section,the author explores the third party of information disclosure,such as certified accountant,auditor,security stuff and lawyers.By discussing the independence of the accountant,the professional responsibility of security stuff and lawyers and the criminal liability and moral guideline of company officials,the author points out the particularity and innovation of the possible liability for the third party of information disclosure and makes positive respond to the problems in company governing and information disclosure.In the fifth section,on the basis of the analysis of the challenge brought to Chinese companies by the Sarbanes-Oxley Act,the author makes suggestions for Chinese companies on how to deal with the information disclosure in Sarbanes-Oxley Act,and points out the act brings both challenges and opportunities.After while,the author discusses the reference of Sarbanes-Oxley Act through public company governing,the security market supervision as well as the surveillance of accounting industry.Finally,by combining the actual situation of China,the author explores the details on the reference of Sarbanes-Oxley Act and consummation of the relevant system construction in China.