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

University of Pennsylvania Carey Law School - Institute for Law and Economics; European Corporate Governance Institute (ECGI)

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)

University of Pennsylvania Carey Law School - Institute for Law and Economics ( email )

3501 Sansom Street
University of Pennsylvania Carey School of Law
Philadelphia, PA 19104
United States
215-746-2243 (Phone)
215-573-2025 (Fax)

HOME PAGE: http://https://www.law.upenn.edu/faculty/fairfaxl

European Corporate Governance Institute (ECGI)

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

Do you have a job opening that you would like to promote on SSRN?

Paper statistics

Downloads
226
Abstract Views
1,966
Rank
287,577
PlumX Metrics