Sarbanes-Oxley and the New Corporate Governance in the United States

This paper surveys the possibilities for implementing new rules for corporate governance in New Zealand. It focuses on the new rules issued in Germany (the German Code of Corporate Governance) and the United States (the Sarbanes-Oxley Act). The paper analyses both to find out which rules might be appropriate for New Zealand. It is argued that New Zealand needs to adopt a code of corporate governance in order to keep up with international developments, otherwise it risks repelling local investors and failing to attract international investors. It is concluded that most importantly New Zealand should adopt a principles-based "comply-or-explain" approach rather than strict rules, as it offers greater flexibility. The paper further concludes that many of the rules issued in Germany and the United States could improve corporate governance in New Zealand and hence should be implemented.

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Assessing Canada’s Regulatory Response to the Sarbanes-Oxley Act of 2002: Lessons for Canadian Policy Makers

Alberta Law Review ◽

10.29173/alr225 ◽

2009 ◽

Vol 46 (3) ◽

pp. 769 ◽

Cited By ~ 1

Author(s):

Stephen P. Sibold, Q.C.

Keyword(s):

United States ◽

Corporate Governance ◽

Capital Markets ◽

The United States ◽

Regulatory Action ◽

Policy Makers ◽

Regulatory Response ◽

Perceived Need ◽

Governance Regime ◽

Sarbanes Oxley

The article sets out to show that by adopting the Sarbanes-Oxley Act of 2002 together with other rules of the United States corporate governance regime, Canadian securities regulators moved away from a Canadian, principles-based approach, and not necessarily for the better. It does so by first discussing the unique characteristics of the Canadian capital markets and providing a thorough background into Canada’s corporate governance regime. It then highlights the main provisions of the Act, describes the ensuing debate in Canada, and critically examines Canada’s corresponding regulatory action — the introduction of four rules and a policy. The article asserts that the Sarbanes-Oxley Act of 2002 was an inappropriate model to take for the regulators and recommends a re-evaluation of the perceived need to harmonize with the United States in the area of corporate governance.

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The American National System of Corporate Governance

International Journal of Shari'ah and Corporate Governance Research ◽

10.46281/ijscgr.v1i1.56 ◽

2018 ◽

Vol 1 (1) ◽

pp. 3-21

Author(s):

Md. Rezaul Karim Miajee

Keyword(s):

United States ◽

New York ◽

Corporate Governance ◽

Stock Exchange ◽

Performance Standards ◽

The United States ◽

Corporate Law ◽

Securities Regulation ◽

Sarbanes Oxley ◽

Public Disclosures

Introduction Corporate governance (CG) has recently been extensively discussed, intensely debated and variously deﬁned in the United States. For the purposes of this chapter, CG shall mean the internal arrangements within a corporation intended to provide reasonable assurances that corporate directors and ofﬁcers make and implement decisions in accordance with their duties of care and loyalty to their corporations. CG in the United States is often associated with the recent initiatives taken in the wake of corporate scandals such as Enron and MCI. While the recent initiatives are undoubtedly important, their signiﬁcance can best be understood in the context of the existing frameworks under corporate and securities law. The current initiatives in the United States (i.e. the recently adopted CG provisions in the listing requirements for the New York Stock Exchange (NYSE) – and the provisions of the Sarbanes–Oxley Act of 2002 – often called “Sarbanes– Oxley”) in important ways simply add to the governance measures already in place pursuant to corporate law and securities regulation in the United States. Only after understanding foundations in corporate law and securities regulation in the United States is it possible to understand the signiﬁcance, and the limitations, of the recently adopted NYSE listing requirements and of Sarbanes–Oxley. In general, the recent NYSE initiatives attempt to improve the degree of independence among directors of corporations listed there so that they are better able – and more likely – to meet the performance standards currently applicable to directors under corporate law (i.e. duties of care and loyalty), but the NYSE does not change those standards. Unfortunately, the NYSE listing requirements do not have the force of law. Sarbanes–Oxley, on the other hand, in general, attempts to improve the independence of external auditors and corporate directors so that they are better able – and more likely – to prepare public disclosures in form and substance required by US securities regulations. There are also provisions intended to enhance the care with which corporate ofﬁcers prepare required public disclosures. Unfortunately, Sarbanes–Oxley applies only to disclosure requirements under US securities regulations. With limited exceptions, Sarbanes–Oxley is not speciﬁcally intended to apply to directors’ or ofﬁcers’ broader obligations to their corporations or the standards applicable to their performance of those obligations.

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