Internal Control Reporting Regulation: A Law and Economics Perspective

Journal of Investment Compliance, Forthcoming

22 Pages Posted: 3 Apr 2009

See all articles by Matthew A. Zolnor

Matthew A. Zolnor

Florida State University - College of Law

Date Written: April 2, 2009


The Sarbanes-Oxley Act (SOX) was enacted in 2002 in response to the collapse of several previously highly regarded firms, including Enron and Worldcom. The goal of SOX was to increase investor confidence in financial markets. However, there has been much debate about whether the costs of compliance with SOX outweigh the benefits it produces, particularly with respect to its internal control reporting (ICR) requirements under section 404.

After a brief introduction in Part I, Part II of the paper discusses the Coase Theorem, which posits that economic regulation serves no purpose in the absence of transaction costs. The Coase framework is then applied to financial markets in the abstract and it is explained how ICR regulation can, in fact, expand total output. Part III then analyzes the efficacy of the various ICR regulations, both pre- and post-SOX, and determines that Section 404 of SOX is an example of over-regulation. The paper then closes by explaining how the lessons learned from SOX's shortcomings and Section 404 in particular are relatable to our current economic crisis.

Keywords: Internal control, Sarbanes-Oxley, Section 404, Investor confidence, Coase Theorem, Law and economics

Suggested Citation

Zolnor, Matthew A., Internal Control Reporting Regulation: A Law and Economics Perspective (April 2, 2009). Journal of Investment Compliance, Forthcoming. Available at SSRN:

Matthew A. Zolnor (Contact Author)

Florida State University - College of Law ( email )

425 W. Jefferson Street
Tallahassee, FL 32306
United States

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