SOX: The Complete Planning Guide provides the all-encompassing guidance an organization and its advisors need to ensure compliance. It examines the Sarbanes-Oxley Act itself, describes how the implementing institutions operate, explains the requirements for corporate governance (and especially the audit committee), clarifies the requirements and processes for establishing internal controls over financial reporting, describes how SOX affects a variety of specific transactions such as new business acquisitions, shows how SOX applies to non-issuer organizations, lays out the new professional standards that apply, and analyzes the new SOX-mandated civil and criminal penalties.
It is used by attorneys and all financial accounting professionals in business, both public and private, government agencies and large institutional investors such as pension funds, foreign companies that are listed on a U.S.-based exchange, U.S. companies with foreign subsidiaries, and public accounting firms that handle foreign clients.
Benefits
- Draws together the requirements from all governing institutions into one resource
- Explains the requirements and regulations from the FASB, GASB, IASB, PCAOB, AICPA’s ASB, SEC, and national securities exchanges
- Incorporates examples and pointers throughout the guide that illustrate potential SOX applications and pitfalls and offer practical solutions for all organizations
- Addresses the significant impact of the Dodd-Frank Act in many areas
- Covers the COSO (Committee on Sponsoring Organizations) rules that apply to private companies
- Discusses methods of establishing GAAP and GAAS
- Describes best-management practice models for demonstrating responsible governance
- Assists lawyers in counseling public issuers and avoiding malpractice problems
- Provides practical planning scenarios for companies that have government contracts or that supply to companies that have government contracts
- Offers compliance guidance for financial advisors
- Includes SOX requirements for recruiting directors and for the composition of a board of directors
- Contains useful supplementary material (see Features section below)
Topic Areas
- Audit committee issues
- Best practices for private companies and non-profits
- Board membership, composition, and mechanics
- Corporate complaint systems
- Criminal penalties for obstruction of justice
- Director qualifications and independence
- Effects of the Dodd-Frank Act
- Evaluation of internal control
- Executive compensation issues
- Foreign issuers
- Forfeiture of bonuses and profits
- Identifying weaknesses/deficiencies in internal control
- Increased penalties for white collar crimes
- Insider trades during pension fund blackout periods
- Newly defined crimes under SOX
- Post-SOX acquisitions
- Prohibition on personal loans to directors and officers
| - Public companies going “dark” or private
- Responsibilities of the board of directors
- Role of the FASB, GASB, IASB, AICPA, and ASB
- Role of the PCAOB, SEC, and securities exchanges
- SEC authority to prohibit service as officer or director
- Section 302 and 906 certifications
- Securities analyst conflicts of interest
- SOX provisions affecting private companies/non-profits
- SOX-like provisions affecting government entities
- Standards for investment advisors and broker-dealers
- Standards for legal counsel and external auditors
- Stronger penalties for fraud attempts and conspiracies
- The changed role of the CEO
- The SEC’s remedy for contraventions
- The Section 404 auditor’s report
- The various definitions of internal control
- Whistleblowing
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Features
| Comprehensive Coverage | Comprises seven parts, including:
- Part 1: Sarbanes-Oxley and the Institutional Framework
- Part 2: Corporate Governance and Audit Committees
- Part 3: Internal Control Reporting and Management Certifications
- Part 4: Transactions and Professional Relationships under SOX
- Part 5: Other Entities
- Part 6: Professional Standards
- Part 7: Civil and Criminal Penalties
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| Checklists | Cover criteria for selecting a registered public company auditing firm, the design of a corporate complaint system, the design of effective disclosure controls, identification of deficiencies and material weaknesses in internal control, and many other topics |
| Supplements | Include 's the text of SOX (with its many titles) and several of the PCAOB’s auditing standards |