Shadow SEC: The PCAOB Should Be Carefully Reviewed, Not Hastily Abolished

By John Coates, John C. Coffee, Jr., James D. Cox, Merritt B. Fox and Joel Seligman May 14, 2025 by renholding

We write in opposition to the hasty and opaque efforts underway to abolish the Public Company Accounting Oversight Board (PCAOB), the nonprofit organization that oversees audits of public companies and SEC-registered brokers and dealers in the United States, currently overseen …

Unflexed Muscle: SEC Enforcement of CEO and CFO SOX Certifications

By Marc I. Steinberg and A.B. Steinberg March 27, 2025 by renholding

In a new article, we focus on the Securities and Exchange Commission’s enforcement of the CEO and CFO certification requirement pursuant to the Sarbanes-Oxley Act (SOX). The article analyzes the appropriate interpretation of the statute’s reach, the SEC enforcement proceedings …

Discovery as a Compliance Problem

By J. Travis Laster and Elise Bernlohr Maizel February 13, 2025 by renholding

It’s no secret that civil discovery breeds attorney misconduct. The incentives are all wrong. Lawyers have an incentive to advance their clients’ interests. Fighting tooth and nail on behalf of a client helps to justify large fees and repeat business, …

Post-Fischer Decision Obstruction Laws Remain a Threat to Corporate Executives

By Michael W. Peregrine and Ashley C. Hoff July 12, 2024 by renholding

While the U.S. Supreme Court’s June 28 decision in Fischer v. United States rejected a broad application of certain Enron-era obstruction of justice laws, it reaffirmed the original corporate responsibility focus of those laws. In so doing, the decision reminds …

Compliance’s Next Challenge: Polarization

By Miriam H. Baer September 7, 2023 by renholding

Last year marked the 20^th anniversary of Congress’ enactment of the Sarbanes-Oxley Act, legislation that arose in response to Enron’s demise and the accounting scandals that followed, and which coincided with the successful and much-heralded prosecution of a …

A Beginner’s Guide to the SBF Prosecution: Where the Legal Issues Lie

By John C. Coffee, Jr. December 21, 2022 by renholding

The spectacle of a shambling billionaire with an adolescent personality, an inconsistent memory, a fondness for using his depositors’ funds for his own personal purposes, and an eagerness to talk in self-destructive ways to the press has fascinated everyone. This …

Revisiting the Audit Expectations Gap

By Wendy Heltzer and Mary Mindak July 25, 2022 by renholding

As the regulation of public company audits evolves, questions persist over whether there is still a gap between the public and auditors over expectations for the responsibilities of auditors – what we call the expectations gap. In a recent study, …

ISS Discusses Why the Enron Scandal Still Matters to Investors After 20 Years

By Jeff Lubitz October 28, 2021 by renholding

In what is still regarded as the largest U.S. corporate fraud in history, the Enron scandal “celebrates” its 20th anniversary this month.

It was October 16, 2001 when Enron announced a $638 million third quarter loss, confirming a handful of …

An Important and Timely Book: John C. Coffee, Jr.’s Corporate Crime and Punishment

By Joel Seligman September 30, 2020 by renholding

During the last 15 years, a consequential U-turn occurred in federal white-collar criminal enforcement. Federal enforcement of white-collar crimes all but collapsed in the period of 2000 to 2007. In the first 11 months of 2008, the SEC prosecuted 133 …

Did Boeing’s Compensation Committee Play a Role in the 737 Max Scandal?

By Dov Fischer May 20, 2019 by renholding

The Boeing 737 Max scandal is one of the most serious corporate crises in U.S. history. While companies like Enron, Arthur Andersen, and Lehman Brothers were replaceable, Boeing is not. Consumers and airlines around the world now view the 737 …

SEC Commissioner Jackson Dissents from Proposed Amendments to Sarbanes-Oxley

By Robert J. Jackson, Jr. May 10, 2019 by renholding

Thank you, Mr. Chairman, and thank you to the Staff in the Division of Corporation Finance, including John Fieldsend, Elizabeth Murphy, Felicia Kung, Lindsay McCord, and Director Bill Hinman, for their work in developing today’s release. I also appreciate the

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Can Companies and M&A Law in Europe Adapt to the Market for Corporate Control?

By Matteo Gatti October 29, 2018 by renholding

Takeover regimes in Europe have been under persistent scrutiny by the public, politicians, and market participants. Sometimes, that is just the nature of the game: Takeovers create winners and losers, and the latter (with the help of their champions and …

Corporate Governance, Tax Avoidance, and Finance Constraints

By Onur Bayar, Fariz Huseynov and Sabuhi H. Sardarli January 11, 2018 by renholding

In response to greater financial constraints and more costly external financing, firms may avoid corporate taxes to generate funds for investment. In that sense, outside investors may recognize tax management as a value-increasing activity, especially for a financially constrained firm. …

Detecting Risk Through Firms’ Emails

By Sanjiv Das, Seoyoung Kim and Bhushan Kothari February 27, 2017 by renholding

Recent advances in financial technology (FinTech) have dramatically transformed the financial landscape with respect to the way we access, invest, and transfer financial capital. In our recent article, we explore a promising avenue for the use of natural-language processing in …

The Legacy of the Sarbanes-Oxley Act, 15 Years On

By Paul Lanois February 9, 2017 by renholding

“What does Sarbanes-Oxley mean? That’s when two members of U.S. Congress fiddle and half a million accountants in Europe start dancing.”[1]

President Donald Trump pledged during his electoral campaign to repeal some of the reforms that came about …

Shades of Gray in Board Independence

By Joel Houston, Jongsub Lee and Hongyu Shan October 20, 2016 by renholding

A well-functioning independent board of directors is a pillar of effective corporate governance. However, establishing and maintaining a truly functioning board remains a challenge for many companies. In response to apparent breakdowns in corporate oversight, policymakers have taken steps to …

When Did the Stock Market Start to React Less to Downgrades by Moody’s, S&P and Fitch?

By Ginevra Marandola and Rossella Mossucca June 29, 2016 by ilyabeylin

Moody’s, S&P and Fitch represent an oligopoly in the credit rating business, accounting for 94 percent of the global market (Candelon et al., 2014) and for about 96.5 percent of all the outstanding ratings in U.S.[1] The three agencies …

Corporate Governance Since the Managerial Capitalism Era

By Brian Cheffins August 20, 2015 by ilyabeylin

The term “corporate governance”, while now ubiquitous, was largely unknown in the U.S. until the 1970s and the rest of world until the 1990s. There has been little research done on why corporate governance rose to prominence when it did…

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