The Focus Research Of "Sarbanes-Oxley"

Since November2001, enron, worldcom, xerox...... The famous big companies havebroke out a series of financial fraud scandal, which seriously shock the corporateAmerica. In the eyes of the world, the United States has been a complete rule-by-lawnation,whose enterprise management standard is efficient,and social credit is decent.Since the the United States issued the "Securities Act of1933" and the "SecuritiesExchange Act of1934" in1930s, and set up a reasonable disclosure system insecurities law field,the listed company's behavior is thought be in full custody. But in2002, a series of large companies financial fraud scandals almost completelydestroyed the trust of the American investors and the social public to the largeAmerican enterprise and the securities market,and these scandals demonstrated thatmany large American companies due to the lack of internal control in enterprises orfailure, which leads to the accounting information distortion and illegal businessoperation,which had shown that there is still significant loopholes and defects in theUS enterprise management and the securities law system. In order to change thissituation, the United States congress and the government to speed up promulgate thesarbanes-oxley act, whose core content is the enterprise internal control measures toensure the corporation governance effectiveness, so as to improve the transparency ofthe enterprise management, and to strengthen the enterprise internal dislocation behavior regulation. The bill shown that the basic idea of financial securities law frominformation disclosure to the substantial supervision.And to these listed companies,the financial information disclosure, corporate governance and internal control couldbe more strict. This Act is to all listed enterprise, including domestic corporations andoverseas corporations, so the act's impact will not only to the United States, butaround the world.The accounting regulation, corporate governance and the wholeworld capital market will be great and far-reaching influenced.In addition to introduction and ending, this article is divided into four parts.theintroduction part reviewd the American big companeies, such as enron financial event,and introduce the background of the Sarbanes-oxley Act.The first chapter describe and analyse some important clause of the Act. Includingthese about the governance of listed company structure regulation, such as stipulatedthe CEO and CFO must authenticate the company financial statement and the code ofethics of company executives.The second chapter presents how the sarbanes-oxley act influence the United Statescompany management system and the stock market. Indeed, the act have cleansedsome maladies of corporate America anyway, particularly in the financial audit, butbecause of the subjective and objective factors, the real effect to the capital market ofUnited States is limited.Chapter3and4will with an eye to the field of the foreign listed company. Chapter3firstly introduces the legal regulations of foreign enterprise since the establishment ofthe securities market from historical successive changes.The fourth chapter introduces the effect that the act bringforth these foreign companies, including listing standards,the compliance costs and so on various aspects of new restrictions and the newregulations, of course, foreign companies otherwise strongly disagree in therestrictions and the limits, in the end both sides are into a kind of balance.