# Sarbanes oxley

`kaal:entity:sarbanes-oxley`

**Status.** derived

This node is assembled mechanically from the 9 claims that carry the concept tag `sarbanes-oxley`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself.

## Every claim under this term

9 claims across 5 works, 2010 to 2013.

**2010**

- [1558614-020](https://wulfkaal.github.io/claims/1558614-020) [failure/argued] *(failure mode)* -- Director independence does not produce effective risk monitoring: as the failure of independent director oversight at Lehman Brothers and other large U.S. financial firms shows, independent directors cannot monitor risk when managers, accountants and lawyers keep them in the dark.
  > independent directors cannot effectively monitor for risk if they are kept in the dark by the firm's managers, accountants, lawyers, and other persons familiar with its business
  Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614
- [1664809-021](https://wulfkaal.github.io/claims/1664809-021) [condition/argued] -- A European company retains some ability to avoid the Sarbanes-Oxley Act by declining to list its securities in the United States, an escape route that expansive extraterritorial securities litigation would close.
  > A European company, however, has some ability to avoid the Sarbanes-Oxley Act if it avoids listing its securities in the
  Richard W. Painter, Wulf A. Kaal, Extraterritorial Application of US Securities Law – Will the US Become the Default Jurisdiction for (2010). SSRN: https://ssrn.com/abstract=1664809

**2013**

- [2273857-005](https://wulfkaal.github.io/claims/2273857-005) [empirical/evidenced] -- Since 2002 United States corporate governance has been substantially upgraded twice in response to crises, following more than seventy years of comparative regulatory inactivity, a concentration of regulatory activity in a short timespan that is itself striking.
  > Since 2002, corporate governance in the United States has been, not just once but twice, substantially upgraded in response to crises, after more than seventy years of comparative regulatory inactivity.
  Wulf A. Kaal, Dynamic Regulation of the Financial Services Industry (2013). SSRN: https://ssrn.com/abstract=2273857
- [2273857-032](https://wulfkaal.github.io/claims/2273857-032) [empirical/evidenced] *(failure mode)* -- Both the Sarbanes-Oxley Act and the Dodd-Frank Act were amended and revised, and some of their most controversial provisions were never enforced.
  > Both SOX and the Dodd-Frank Act were amended and revised. Some of their most controversial provisions were not enforced.
  Wulf A. Kaal, Dynamic Regulation of the Financial Services Industry (2013). SSRN: https://ssrn.com/abstract=2273857
- [2273857-033](https://wulfkaal.github.io/claims/2273857-033) [empirical/evidenced] *(failure mode)* -- Section 307 of Sarbanes-Oxley, the attorney up-the-ladder reporting mandate, has gone effectively unenforced: there is no evidence that the SEC ever charged an attorney with a violation of that section, even though lawyers were inevitably aware of executive misconduct in numerous instances.
  > there is no evidence that the SEC ever charged an attorney with a violation of Section 307.
  Wulf A. Kaal, Dynamic Regulation of the Financial Services Industry (2013). SSRN: https://ssrn.com/abstract=2273857
- [2273857-034](https://wulfkaal.github.io/claims/2273857-034) [empirical/evidenced] *(failure mode)* -- The SEC never actually interpreted Section 402 of Sarbanes-Oxley and instead merely acquiesced in a law firm memorandum interpreting the provision, so private entities in effect fulfilled the SEC's statutory mandate.
  > The SEC, however, never actually interpreted section 402 and merely acquiesced with a law firm memorandum interpreting section 402.
  Wulf A. Kaal, Dynamic Regulation of the Financial Services Industry (2013). SSRN: https://ssrn.com/abstract=2273857
- [2273857-036](https://wulfkaal.github.io/claims/2273857-036) [empirical/evidenced] *(failure mode)* -- The partial repeal of Section 404 of Sarbanes-Oxley through the Dodd-Frank Act illustrates that broad rules enacted during times of political expediency are often later retracted.
  > The partial repeal of section 404 of SOX70 via the Dodd-Frank Act is another example that illustrates how broad rules enacted during times of political expediency are often later retracted.
  Wulf A. Kaal, Dynamic Regulation of the Financial Services Industry (2013). SSRN: https://ssrn.com/abstract=2273857
- [2317580-008](https://wulfkaal.github.io/claims/2317580-008) [failure/argued] *(failure mode)* -- Sarbanes-Oxley and the Dodd-Frank Act have influenced and shaped fiduciary duties, but they have not necessarily improved or clarified them.
  > The Sarbanes-Oxley Act20 and the Dodd-Frank Act have influenced and shaped fiduciary duties but have not necessarily improved and clarified them.
  Wulf A. Kaal, Elizabeth R. Malay, The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties (2013). SSRN: https://ssrn.com/abstract=2317580
- [kaal-2013-acomparativeperspectiveo-025](https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-025) [definitional/asserted] -- The common denominator between the Sarbanes-Oxley Act, the Dodd-Frank Act, and other reform proposals is a top down regulatory approach of direct regulatory intervention with stable and supposedly optimal rules.
  > a noteworthy common denominator between SOX and Dodd-Frank and other reform proposals is the use of a top down regulatory approach, i.e. direct regulatory intervention with stable and supposedly optimal rules.
  Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013)

## Verify

Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust.

    curl -s https://wulfkaal.github.io/entities/sarbanes-oxley.md | sha256sum

**Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.