The Goals and Promise of the Sarbanes-Oxley Act

This post is by John Coates of Harvard Law School.

The Journal of Economic Perspectives recently published my article, The Goals and Promise of the Sarbanes-Oxley Act.  The article responds to criticism of Sarbanes-Oxley as a costly regulatory overreaction, arguing that Sarbanes-Oxley, while imperfect, is likely to bring net long-term benefits.  The abstract describes the article as follows:

The primary goal of the Sarbanes-Oxley Act was to fix auditing of U.S. public companies, consistent with its full, official name: the Public Company Accounting Reform and Investor Protection Act of 2002.  By consensus, auditing had been working poorly, and increasingly so.  The most important, and most promising, part of Sarbanes-Oxley was the creation of a unique, quasi-public institution to oversee and regulate auditing, the Public Company Accounting Oversight Board (PCAOB).  In controversial section 404, the law also created new disclosure-based incentives for firms to spend money on internal controls, above increases that would have occurred after the corporate scandals of the early 2000s.

In exchange for these higher costs, which have already fallen substantially, Sarbanes-Oxley promises a variety of long-term benefits.  Investors will face a lower risk of losses from fraud and theft, and benefit from more reliable financial reporting, greater transparency, and accountability.  Public companies will pay a lower cost of capital, and the economy will benefit because of a better allocation of resources and faster growth.  Sarbanes-Oxley remains a work in progress–section 404 in particular was implemented too aggressively–but reformers should push for continued improvements in its implementation, by PCAOB, rather than for repeal of the legislation itself.

The full article can be accessed here.

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