With the increasingly high public profile accorded to corporate governance issues recently, it is becoming more important for players on all sides to understand the rules of the game in this rapidly changing environment. ... For example, the Conference Board says, since the 2002 enactment of the Sarbanes-Oxley Act (with the intention of restoring public trust in response to a spate of corporate scandals), there have been more than 20 significant rule changes at the U.S. Securities and Exchange Commission. The changes are aimed at enhancing public disclosure and increasing management accountability and oversight.
"The haste and complexity of some rule making has created a strong need for interpretation and guidance in many areas," said Matteo Tonello, senior research associate at the Conference Board's Governance Center and Directors' Institute. He is also co-author of the report with Carolyn Kay Brancato, the director of the Governance Center and Directors' Institute at the Conference Board.
One Amazon.com reviewer gave it 5 stars and wrote:
Professor Stephen Bainbridge's "Complete Guide to Sarbanes-Oxley" is a well-written, well-organized overview of a very complicated, very intrusive piece of federal legislation. It's as light as possible on the legal-ese, but heavy on the analysis and practical information.
There are two audiences for this important guidebook. First, this is a useful overview for attorneys who need to be "familiar" with Sarbanes Oxley and how this law may affect anyone with a general commercial litigation law practice, or who may represent corporate officers in matters not directly related to corporate governance. This is not meant to be the definitive, comprehensive treatise for big-firm securities lawyers. The prose would need to be too dense to be meaningful for us "dabblers" in corporate law who may occasionally represent a corporate officer.
Second, this is a useful overview for corporate officers, corporate counsel, and accountants. It would serve the same purpose as a traveler's phrase book, allowing you to "speak the language" of securities lawyers and corporate auditors in the event that a "situation" arises. I would even recommend that corporate lawyers, as an act of preventive maintenance, stock a supply of this book to pass out to their clients who are officers of publicly-traded corporations or high-profile non-profits.
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