Wednesday, December 10, 2008

Repeal SOX?

I've been involved in the Finance and Accounting business for most of the past dozen years.  I can state that, for me and many of my friends, the Sarbanes-Oxley Act of 2002 was a wonderful thing.  It created billions of dollars of work, and it came to us at a time when things were slowing down after the Dot.com bubble burst in the early part of the decade.  
I don't speak for everyone in the industry, of course, but I believe we all thought the Act was flawed in many ways.  It was vaguely-worded, and imposed drastic penalties upon individual executives as a way to force companies to impose hugely complex internal reporting structures on business entitities.  Worse, it often caused well-functioning internal controls structures to be scrapped for structures that "complied" with the directives of the Act.  Not without reason was it often referred to as the "Accountants and Lawyers Full Employment Act of 2002" around my offices.
Billions have been spent, and continue to be spent, to comply with the Act.  But what have we gotten from that "tax"?  Have any major accounting scandals been averted?  (One data point for you: Fannie and Freddie didn't have to comply with Sarbanes-Oxley).  Have our capital markets been as robust since it was passed?   
One key feature of our business environment used to be that management would decide, with their own data and insight, how much to spend on internal controls structures within their firms.  Investors should probably be aware of management's internal controls focus and discount those firms that don't control things as well, but I don't believe government should be setting the standard for what management invests in this function.  (Especially when government is notorious for  a "belt and suspenders" approach to almost everything it regulates).
This editorial makes these points more eloquently than I can.  I have to say, from the perspective of someone who's been deeply involved in helping firms comply with SOX over the past half-dozen years, that the authors are right.  
(I'd love to hear your comments, too.)

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