What Boards Need to Know About Sarbanes-Oxley

Executive Summary Borne out of the corporate mismanagement and accounting scandals that led to the bankruptcies of Enron, WorldCom and others, the Sarbanes-Oxley Act of 2002 (“SOX”) is a federal law whose stated purpose is “to protect investors by improving the accuracy and reliability of corporate disclosures made [under] the securities laws.” SOX applies generally to all publicly traded companies that file periodic reports (e.g., Forms 10-K, 10-Q and 8-K) with the Securities and Exchange Commission (“SEC”), all non-public companies seeking to become public companies by filing a registration statement with the SEC (collectively, “SOX companies”) and their audit firms. …

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Victor Cangelosi