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

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