Form Over Substance?: Officer Certification and the Promise of Enhanced Personal Accountability Under the Sarbanes-Oxley Act

64 Pages Posted: 31 Jul 2006

See all articles by Lisa M. Fairfax

Lisa M. Fairfax

George Washington University - Law School

Abstract

Form Over Substance?: Officer Certification and the Promise of Enhanced Personal Accountability under the Sarbanes-Oxley Act, 55 Rutgers L. Rev. 1 (2002), argues that the requirement under the Sarbanes-Oxley Act (the "Act") that particular officers certify the accuracy of the financial information contained in their company's periodic reports fails to alter significantly existing standards of liability for officers who signed or approved such reports prior to the Act's passage. This failure creates cause for concern about the Act's potential to meet its objectives. Indeed, the certification requirement represents one of the Act's principal symbols of officer personal accountability. By demonstrating that the requirement may only be symbolic, my article questions whether the Act can impact the behavior of corporate officers, or if the Act, as well as the certification requirement, is merely a form with no substance. This article was selected to be reprinted in the 2004 edition of the Securities Law Review (Donald Langevoort, ed.).

Keywords: personal accountability, securities fraud, Sarbanes-Oxley Act

Suggested Citation

Fairfax, Lisa M., Form Over Substance?: Officer Certification and the Promise of Enhanced Personal Accountability Under the Sarbanes-Oxley Act. Rutgers Law Review, Vol. 55, p. 1, 2002, U of Maryland Legal Studies Research Paper No. 921069, Available at SSRN: https://ssrn.com/abstract=921069

Lisa M. Fairfax (Contact Author)

George Washington University - Law School ( email )

2000 H Street, N.W.
Washington, DC 20052
United States
202-994-4630 (Phone)

HOME PAGE: http://www.law.gwu.edu/Faculty/profile.aspx?id=16144

Here is the Coronavirus
related research on SSRN

Paper statistics

Downloads
197
Abstract Views
1,625
rank
170,713
PlumX Metrics