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This paper investigates the impact of the Sarbanes-Oxley (SOX) Act on top executive compensation and empirically examines the changes in relationship between top executive compensation and corporate performance expectations.

A theoretical framework is presented based on previous literature and testable hypotheses are proposed. The Pearson correlation is calculated to examine the inter-correlation among various measures of performance and compensation variables. The Ordinary Least Square (OLS) Regression was conducted to test the hypotheses.

The results show that in the pre-SOX period CEO compensation is strongly related to market-based performance measures while in the post-SOX period accounting-based performance measures showed a significant positive relationship with CEO compensation. The results confirm the impact of the SOX Act where it requires stronger internal control systems and reliable financial reporting. The board relies heavily on accounting-based performance measures in determining top executive compensation in the post-SOX period.

This paper shows the composition and level of CEO compensation have changed following the SOX Act and provide important evidence in explaining changes in the relationship between top executive compensation and firm performance expectation in the post-SOX period.

Section 404 of the Sarbanes–Oxley Act (SOX) altered the relationship between auditors and their clients by requiring an external audit of companies’ internal controls. Regulatory guidance is interpreted and applied by external auditors to comply with SOX. The purpose of this paper is to apply service operations management theories and techniques to the internal control audit process to better understand the role regulatory guidance plays in audit services. We discuss service operations management theories that apply to the production of audit services and employ the operations management technique of simulation to examine the effects of a historical relationship between the client and the auditor, information sharing between the client and the auditor, and the auditor’s perceived risk of the client on the internal control audit process. The application of service operations management theories and the simulation results illustrate that risk and information sharing are key factors for the audit process. The results suggest the updated Public Company Accounting Oversight Board guidance from Auditing Standard 2 to Auditing Standard 5 appropriately increased audit effectiveness by encouraging risk-based judgments and information sharing. This paper merges accounting and service operations management research to examine the effects of regulatory guidance on the internal control audit process. The paper uses simulation to illustrate the importance of interpreting regulatory guidance and the specific effects of risk and information sharing on the internal control audit process.

Recent corporate scandals have led to legislative and regulatory responses that significantly increase the monitoring costs and other burdens of becoming or remaining a public corporation. As a result, there has been a substantial increase in going-private transactions, particularly among smaller public companies. Acquisitions and minority equity positions that allow large corporations to join with smaller companies have also increased. The pressures to go private are not entirely new, however. This chapter offers evidence that the current wave of post-Sarbanes–Oxley (SOX) restructuring via private equity firms is not a radical shift, but a continuation of already-established relationships between drops in the broad index of publicly traded equities, and subsequent increases in going-private activity (with evidence extending back more than two decades). When publicly traded equity falls, two things make major contribution to an increase in going-private transactions:•With equity prices down, it becomes cheaper to buy back the stock.•For investors with cash reserves holding for the arrival of new opportunities, taking a company private at reduced cost offers an attractive opportunity.

The evidence also suggests, though, that the passage of SOX is associated with an increased intensity in this longer-standing relationship (in other words, SOX has strengthened the older trend).

The manner in which publicly traded companies’ management teams handle their firm’s free cash flows (FCF) has been an issue for many decades, because it is difficult to determine whether these management teams work for their own benefit or for that of their shareholders. Recent financial scandals have heightened mistrust of management. This mistrust, in turn, may have increased the pressure to reduce the portion of FCF left under management’s control. Boards of directors control dividend payout decisions, thus determining the portion of FCF available to corporate management. This paper examines whether the 2002 legal response to corporate financial reporting scandals, which came in the form of many new initiatives and requirements imposed by the Sarbanes–Oxley Act of 2002 (SOX) on all publicly traded firms, was relevant to dividend payouts. This question is investigated by noting that the impact of these new requirements differed among firms. Some firms had already introduced the use of independent directors and fully independent committees prior to SOX making them compulsory in 2002. This paper examines whether these “pre-adopters” experienced less change in their dividend payout policies than those firms that were forced to change the composition of their board and committees.

This investigation examines the effect on dividend payouts for listed firms attributable to the SOX and concurrent changes in stock exchange regulations that compelled increased use of independent directors and fully independent committees. To study the impact of SOX and the associated, required, changes in the composition of boards of directors for many firms, the difference-in-differences methodology is employed to overcome the endogeneity concerns that have consistently challenged prior governance studies. This was accomplished by examining the effects on dividend payouts associated with the exogenously forced addition of independent directors to the boards of publicly listed firms. The results reveal that there is a significant positive relationship between firms that were compelled by law to change their boards and increases in average changes in dividend payouts and percentage changes in dividends paid, when compared to firms that had pre-adopted the Sarbanes–Oxley corporate board composition requirements. A further exploratory analysis showed that the same significant positive relationship is detected for increases in average changes in total dollars distributed, where stock repurchase dollars are combined with dividend payouts. These findings imply that these board composition changes led to decisions that increased dividend payouts in percentage terms, as well as dividend payouts and total dollars distributed in aggregate dollar amount terms.

This chapter provides evidence that legislation affecting litigation risk has an influence on the financial reporting behavior of corporate management, we address the following research questions: (1) Do firms react to changes in litigation risk that result from the passage of new legislation at the federal level by adjusting their level of conservatism with regard to reporting earnings? (2) How do firms’ levels of conservatism react to changes in litigation risk over time? We analyze the level and trend in conditional conservatism to evaluate the efficacy of legislation in altering managerial reporting choice. Our examination takes place in the context of two distinct pieces of legislation intended to alter the legal environment faced by corporate managers: (1) the PSLRA (1995), and (2) Sarbanes–Oxley Act of 2002. Our findings indicate that the passage of legislation that increases litigation risk is associated with increased timeliness (conservatism) in financial reporting by managers. The increased timeliness, however, begins to subside shortly after the initial effect. While the initial effect of a reduction in litigation risk is negligible, subsequent periods exhibit declining timeliness (conservatism) in financial reporting. Our results indicate that legislative actions can be successful in altering management reporting choice through changes in legal regime. However, our results also demonstrate that the desired influence of these legislative policies may be transient.

CEO duality occurs when the same individual holds both the CEO and board Chair positions. In some countries (such as Britain) CEO duality is considered to impair good corporate governance. In the United States, however, CEO duality is still a common practice. The Sarbanes–Oxley Act (SOX) included many corporate governance reforms, but the Act did not address the issue of CEO duality. However, we suggest that the corporate governance environment surrounding the passage of SOX may have influenced corporate board decisions regarding CEO duality when appointing new CEOs. In this study, we seek to determine whether CEO duality changed in the post-Sox environment by investigating the likelihood of CEO duality when CEO changes took place before and after SOX. Using a sample of 182 CEO succession events before and after the passage of SOX, we find that the likelihood of combining the CEO and Chair positions for newly appointed CEOs significantly decreased in the post-SOX period relative to the pre-SOX period. Our results suggest the SOX environment fostered a greater focus on governance issues even beyond the specific provisions of SOX.

The purpose of this paper is to examine existing literature, including both academic and practitioner publications, related to Canadian SOX (or C-SOX as it is popularly known). The study discusses the origins of the Act, the underlying motivations for enacting this legislation in Canada and its impact on corporate decisions since its inception in 2003.

The principal focus of this literature review is on C-SOX, its inception, reception, compliance and impact in Canada, both from business’ and investors’ critical perspectives. The authors have followed a two-step process to gather all the articles. First, the authors used a keyword search at Google Scholar and ProQuest (e.g. C-SOX, Canadian SOX, Bill 198, etc.) to gather all the articles. Second, the authors retained articles and abstracts that primarily dealt with the background framework and impact of the legislation. It is to be noted that C-SOX was mainly a reactionary legislation following the adoption of US-SOX in 2002. Any discussion of C-SOX is, therefore, incomplete without referencing the literature related to US-SOX.

In this review paper the evolution of C-SOX over time in Canada, as well as studies on its impacts and criticisms have been summarized. Based on the extensive research that followed the enactment of US-SOX, the authors also provide suggested research directions related to C-SOX in the future.

C-SOX has been relatively underexplored and therefore, not much academic work is available presently. This study highlights this gap in the literature with the hope that researchers will devote their energy to understanding the broader ramifications of major legislations such as C-SOX which will potentially also inform future public policy choices.

This research will help both businesses and investors to understand each other’s perspectives and concerns regarding C-SOX. This paper will also be helpful to policy makers to identify potential areas of improvement in this and future legislative decisions in the future.

Using a qualitative approach this study combines the development of C-SOX as a legislation in Canada, its overall effectivity/drawbacks and explores the areas it impacts, both positively and negatively, along with criticisms and appreciations.

The purpose of this paper is to empirically examine the corporate governance and financial characteristics of firms under the new Sarbanes‐Oxley (SOX) accounting regime.

The paper first compares a comprehensive set of characteristics across firms in two states of SOX Section 404 status–Compliance and Violation. It then tests for determinants of SOX compliance in a logistic regression setting.

Several differences between compliance groups in terms of equity ownership, board structure, and executive compensation schemes are reported. However, it appears that firms found to be in violation of SOX are not systematically worse when it comes to common measures of corporate governance. The financial structure and soundness of the groups of firms are very similar. The strongest determinant of Section 404 compliance is firm size.

This result supported anecdotal evidence that compliance with SOX is achieved primarily by firms that can afford it. Further, the paper highlights an important policy issue: Is SOX really differentiating firms in terms of corporate governance or in terms of size?

The imposition of the Sarbanes Oxley (SOX) Act and the NYSE/NASDAQ regulations boosted the proportion of independent directors serving on corporate boards. For certain firms, increasing the number of independent directors may impose costs that exceed the benefits. The purpose of this paper is to examine the implications of increased independence following SOX, relative to the pre-SOX board independence benchmark, on managerial authority and entrenchment within the firm.

Data are collected from COMPUSTAT, ExecuComp, and RiskMetrics. Data are divided into two periods, pre-SOX (1996-2001) and post-SOX (2002-2006). The focus is on the sub-group of firms who were not complying with the board independence requirement prior to SOX and became compliant afterwards. Various regressions are employed to assess the implications of increased independence following SOX on managerial authority and entrenchment.

The appreciation in board independence post-SOX significantly inflates both managerial compensation and the likelihood of CEO duality. Also, there is a positive association between board independence and managerial entrenchment during both the pre- and post-SOX periods. Imposed board composition requirements diminished board monitoring efficiency and boosted the CEO dominance and control over the firm.

This research adds to the extant literature investigating the implications of SOX on internal monitoring and governance. The results are based on an off-equilibrium phenomenon in which companies were obliged to alter their endogenously determined board structure. Thus, regulations to improve governance could backfire as the CEO might abuse them to extract private benefits.

This paper aims to investigate whether the Section 404 of Sarbanes–Oxley Act (SOX 404) changed the way banks use accounting information to price corporate loans.

The study uses a sample of 1,173 US-listed firms that issued syndicated loans both before and after their compliance with SOX 404 to analyze the changes in loan spread’s sensitivity to some key accounting metrics such as ROA, interest coverage, leverage and net worth.

The study finds that the interest spread’s sensitivity to key accounting metrics, most noticeably for ROA, declined following the borrower’s compliance with the requirements of SOX 404. The decline was not explainable by borrowers that disclosed internal control weaknesses but concentrated among borrowers suspected of real earnings management (REM).

By examining the effects of SOX 404 on banks’ pricing process, this study augments the literature on SOX’s economic consequences. The findings suggest that lenders perceive little new information from SOX 404 disclosures of internal control deficiencies and are cautious about the accounting information provided by REM borrowers. It also extends the research on the use of accounting information in debt contracting. By examining loan interest’s sensitivity to accounting metrics, it broadens the concept of debt contracting value of accounting information to include accounting’s usefulness for assessing credit risk at loan inception.