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When Congress hurriedly passed the Sarbanes-Oxley Act of , it had in mind combating fraud, improving the reliability of financial reporting, and restoring investor confidence. Understandably, most executives wondered why they should be subjected to the same compliance burdens as those who had been negligent or dishonest. But what exactly is a control structure composed of? A control is a practice established to help ensure that business processes are carried out consistently, safely, with the proper authorization, and in the manner prescribed.

Take, for example, the objective of keeping information secure. Controls to achieve this objective might be as straightforward as locking a file cabinet or as elaborate as encrypting computer data.

Difficult Choices Ahead

Sarbanes-Oxley was enacted to improve the reliability of financial reporting; therefore, most of the controls adopted pursuant to the Act concern themselves with the timeliness, integrity, and accuracy of financial data. Controls fall into two broad categories.

Preventive controls are intended to eliminate lapses, either intentional or inadvertent. An example would be the segregation of duties in an accounts payable department, so that one person approves an invoice, another prepares the payment, and a third signs the check. In this way an unauthorized payment is kept from being issued. Detective controls are designed to identify errors and irregularities that have already occurred.

Monthly reconciliation of cash accounts, for example, is undertaken to ferret out such conditions. An essential element of any Sarbanes-Oxley compliance program is the testing of controls. In some cases, the matters being tested were too unimportant to contribute to a material misstatement in the financial reports. Such controls are tested more frequently; less essential ones may be deemed to fall outside the scope of the testing plan entirely.

Many companies have achieved cost savings in the second year of SOX compliance, without any reduction in control effectiveness, by rationalizing their controls in this manner. Yet in the course of providing compliance advice to executives, we discovered a small subset who approached the new law with something like gratitude.


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They were thinking not only of protecting stakeholders and shielding their companies from lawsuits but of developing better information about company operations in order to avoid making bad decisions. While providing compliance advice to executives, we discovered a small subset who approached Sarbanes-Oxley with something like gratitude. However, the burdens of implementing SOX for the first time, in , were so great that this more forward-thinking group could give little time to developing and adopting policies and practices that went beyond literal compliance.

As SOX went into effect, more and more executives began to see the need for internal reforms; indeed, many were startled by the weaknesses and gaps that compliance reviews and assessments had exposed, such as lack of enforcement of existing policies, unnecessary complexity, clogged communications, and a feeble compliance culture. In any era, the enactment of a law like SOX would probably have prompted a similar stocktaking.

It is no wonder that actual and reported performance at a number of companies diverged. Year two of compliance is now complete at most large U. Is the parking lot still full of unimplemented change plans? At many organizations, it is. In year two, a number of companies have begun to standardize and consolidate key financial processes often in shared service centers ; eliminate redundant information systems and unify multiple platforms; minimize inconsistencies in data definitions; automate manual processes; reduce the number of handoffs; better integrate far-flung offices and acquisitions; bring new employees up to speed faster; broaden responsibility for controls; and eliminate unnecessary controls.

Moreover, SOX-inspired procedures are beginning to serve as a template for compliance with other statutory regimes. Good governance is a mixture of the enforceable and the intangible. Organizations with strong governance provide discipline and structure; instill ethical values in employees and train them in the proper procedures; and exhibit behavior at the board and executive levels that the rest of the organization will want to emulate. These are all components of the control environment, which forms the foundation of internal control.

A proper control environment is one factor an external auditor considers when called upon to evaluate internal control over financial reporting pursuant to Section Rather, they contribute to the mass of evidence weighed by the external auditor. If a company can demonstrate a strong control environment, then it can reduce the overall scope of its internal-control evaluation.

Reduced scope can mean the company need not carry out as many internal tests and the auditor may do less corroborating, resulting in lower compliance costs. Testing scope is a matter of judgment and perhaps negotiation between the auditor and the company. PepsiCo uses an annual survey of about senior executives to demonstrate the condition of its control culture.

The training is administered via an interactive package that includes scenarios of ethical dilemmas one might encounter dealing with customers, suppliers, and colleagues and suggests possible solutions. About 25, managers receive the training. Records of this training may be reviewed by the auditors. In our presentations at business seminars and conferences, we are often asked why we emphasize the control environment so heavily.

Our questioners seem to believe that good internal control is predicated on the controls themselves—the cross-checking, the reconciliations, the data verification. We reply that without a strong control environment, a company will never attain good governance. A focus on the control environment helps ensure that the controls themselves are the second and third lines of defense, not the first. Some executives feel they need to tie every action back to the bottom line.

To them we say: Most investor rating services include an assessment of the control environment as part of their overall evaluation of the company. Documentation activities consumed countless employee hours during the first year of Sarbanes-Oxley, as companies updated operations manuals, revised personnel policies, and recorded control processes.

Some minds equate paperwork with busywork, but this labor-intensive effort, to our surprise, received gradually increasing support from the executive suite. The auditor is expected to assess the documentation of controls and procedures as well as how competently employees perform the control activities for which they are responsible.

The Sarbanes-Oxley Act of is almost defiantly brief; Section , for example, totals a mere words. Significantly more verbose are the various rules, standards, and elaborations issued by the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The provision that reinstatement would not be appropriate where the respondent establishes that the complainant is a security risk was removed from OSHA believes that the determination of whether reinstatement is inappropriate in a given case is best made on the basis of the facts of each case and the relevant case law, and thus it is not necessary in these procedural rules to define the circumstances in which reinstatement is not a proper remedy.

SCSGP suggested that OSHA include in the final rule a list of non-exhaustive factors to be considered by the courts to determine when reinstatement is appropriate, including whether hostility exists between the employee and the company, and whether the employee's position no longer exists.

EEAC also submitted that OSHA's reasoning for Start Printed Page removing the exception is flawed that the determination of whether reinstatement is inappropriate in a given case should be based on the factual circumstances of that case. EEAC also noted that the security risk exception was predicated on the respondent establishing that the complainant is in fact a security risk prior to the exception taking effect and thus would be determined on a case-by-case basis in this manner. Marshall wrote in support of the removal of the security risk language and supported the explanation that determinations of whether reinstatement is appropriate should be based on the facts of the particular case.

Marshall noted that the Act itself does not contain any statutory prohibition of reinstatement under certain circumstances. OSHA disagrees that the rule requires any further guidance on when preliminary reinstatement is appropriate. First, OSHA emphasizes that Congress intended that employees be preliminarily reinstated to their positions if OSHA finds reasonable cause to believe that they were discharged in violation of Sarbanes-Oxley, thus creating the presumption it is the appropriate remedy.

Neither Sarbanes-Oxley nor AIR21 specify any statutorily predetermined circumstances under which preliminary reinstatement would be inappropriate. Furthermore, although the regulations governing proceedings under AIR21 reference a security risk exception, this exception is not in the statutory text incorporated by Sarbanes-Oxley. See 18 U. This reference to AIR21's statutory procedures does not impose an obligation for OSHA to also incorporate any procedural regulations promulgated under AIR21 not mandated by the statute.

OSHA agrees that there may be circumstances where preliminary reinstatement is inappropriate. As discussed in detail in the discussion of Section Second, in appropriate circumstances, OSHA may order economic reinstatement in lieu of actual reinstatement, which is also discussed in detail below. In Hagman v. Washington Mutual Bank, Inc. ALJ No. Thus, given the existing safeguards in place and sufficient guidance for when such safeguards are appropriate, OSHA declines to include the security risk exception in the final rule and declines to add additional guidance to the rule for when preliminary reinstatement is appropriate.

As mentioned above, in appropriate circumstances, in lieu of preliminary reinstatement, OSHA may order that the complainant receive the same pay and benefits that he received prior to his termination, but not actually return to work. Front pay has been recognized as a possible remedy in cases under Sarbanes-Oxley and other whistleblower statutes enforced by OSHA in circumstances where reinstatement would not be appropriate. Georgia Power Co. Hobby v. Lockheed Martin Corp.

Congress intended that employees be preliminarily reinstated to their positions if OSHA finds reasonable cause to believe that they were discharged in violation of Sarbanes-Oxley. When a violation is found, the norm is for OSHA to order immediate preliminary reinstatement. Neither an employer nor an employee has a statutory right to choose economic reinstatement.

Rather, economic reinstatement is designed to accommodate situations in which evidence establishes to OSHA's satisfaction that immediate reinstatement is inadvisable for some reason, notwithstanding the employer's retaliatory discharge of the employee. In such situations, actual reinstatement might be delayed until after the administrative adjudication is completed as long as the employee continues to receive his or her pay and benefits and is not otherwise disadvantaged by a delay in reinstatement.

There is no statutory basis for allowing the employer to recover the costs of economically reinstating an employee should the employer ultimately prevail in the whistleblower adjudication. Nonetheless, economic reinstatement must be available as a remedy for situations where a whistleblower cannot return to the workplace. SCSGP addressed the issue of allowing an employer to recover the costs of economically reinstating an employee should the employer ultimately prevail in the whistleblower adjudication. Where the employer ultimately prevails, it would not recover Start Printed Page the duplicative cost, an outcome which SCSGP believes is grossly unfair.

SCSGP recommended that OSHA include an additional paragraph in this section, allowing that economic reinstatement be available only upon consent of all parties, or upon the condition that the complainant will reimburse the employer in the event the employer ultimately prevails. OSHA disagrees that economic reinstatement without a mechanism for reimbursement violates the employer's rights under the Due Process clause.

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The Supreme Court has addressed the issue of what is required to afford an employer procedural due process prior to ordering preliminary reinstatement in Brock v. The Court did not require any mechanism for reimbursing the employer for wages paid during actual preliminary reinstatement should the employer ultimately prevail in the litigation. Because economic reinstatement is akin to actual reinstatement, OSHA believes the same requirements apply when ordering economic reinstatement.

Furthermore, OSHA disagrees that there is no statutory basis for precluding reimbursement of economic reinstatement. As discussed above, Congress intended that employees be preliminarily reinstated to their positions if OSHA finds reasonable cause to believe that they were discharged in violation of Sarbanes-Oxley. However, the statutory procedural scheme does not allow for reimbursement to the employer if actual preliminary reinstatement was ordered and yet the employer ultimately prevailed.

Thus, there is no statutory basis to reimburse an employer in that instance. Because economic reinstatement is a substitute for preliminary reinstatement, this same reasoning would apply for not awarding an employer reimbursement for any front pay the employee receives should the employer ultimately prevail. OSHA therefore declines to allow for such reimbursement where Congress has not so provided. To be effective, objections to the findings of the Assistant Secretary must be in writing and must be filed with the Chief Administrative Law Judge, U.

Department of Labor, within 30 days of receipt of the findings. The date of the postmark, facsimile transmittal, or electronic communication transmittal is considered the date of the filing; if the objection is filed in person, by hand-delivery or other means, the objection is filed upon receipt. The filing of objections also is considered a request for a hearing before an ALJ. Although the parties are directed to serve a copy of their objections on the other parties of record, as well as the OSHA official who issued the findings and order, the Assistant Secretary, and the Department of Labor's Associate Solicitor for Fair Labor Standards, the failure to serve copies of the objections on the other parties of record does not affect the ALJ's jurisdiction to hear and decide the merits of the case.

See Shirani v. The IFR revised paragraph b to note that a respondent's motion to stay the Assistant Secretary's preliminary order of reinstatement will be granted only based on exceptional circumstances. EEAC also suggested this addition to Section It is well established that the standard for a stay of preliminary reinstatement is the standard needed to obtain a preliminary injunction.

A party must prove: Likely irreparable injury; likelihood of success on the merits; the balancing of hardships favors an injunction; and the public interest favors an injunction. Johnson v. Bancorp, ARB No. This traditional four-element test is applied in all federal courts.

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See Winter v. Cardinal Bankshares Corp. Competitive Technologies, Inc. The regulation and its preamble, existing ALJ and ARB decisions, and other federal case law clearly delineate the standard for a successful motion to stay a preliminary order of reinstatement. OSHA thus declines to provide further guidance on this issue. EEAC also commented that there may be situations in which the complainant does not desire reinstatement, preliminary or otherwise. EEAC suggested the final rule contain language addressing this situation, allowing for the parties to come to an agreement to not order reinstatement.

OSHA declines to include such language in this rule. Under Sarbanes-Oxley, reinstatement of the complainant to his or her former position is the presumptive remedy in merit cases and is a critical component of making the complainant whole. As Marshall notes in his comment, actual reinstatement Start Printed Page protects interests that economic reinstatement cannot so effectively address.

For example, reinstatement serves to reassure other employees through the complainant's presence in the workplace that they too will be protected from retaliation for reporting violations of the law. By ordering preliminary reinstatement in cases involving discharge where OSHA has reasonable cause to believe that a statutory violation has occurred, OSHA properly places the burden upon the employer to make a bona fide offer of reinstatement.

In doing so, OSHA also ensures that the employee is not forced to make a decision about whether he or she wants to return to the workplace until the employer actually makes such an offer. This section adopts the rules of practice and procedure for administrative hearings before the Office of Administrative Law Judges, as set forth in 29 CFR part 18 subpart A. Hearings are to commence expeditiously, except upon a showing of good cause or unless otherwise agreed to by the parties. Hearings will be conducted de novo, on the record.

ALJs continue to have broad discretion to limit discovery where necessary to expedite the hearing. Formal rules of evidence will not apply, but rules or principles designed to assure production of the most probative evidence will be applied. The administrative law judge may exclude evidence that is immaterial, irrelevant, or unduly repetitious.

NWC commented in part on this section, requesting language be added to further protect the confidentiality of complainants. The discussion of the agency's consideration of this comment is included in the discussion of Section The Assistant Secretary, at his or her discretion, may participate as a party or amicus curiae at any time in the administrative proceedings under Sarbanes-Oxley. For example, the Assistant Secretary may exercise his or her discretion to prosecute the case in the administrative proceeding before an ALJ; petition for review of a decision of an ALJ, including a decision based on a settlement agreement between the complainant and the respondent, regardless of whether the Assistant Secretary participated before the ALJ; or participate as amicus curiae before the ALJ or in the ARB proceeding.

Although OSHA anticipates that ordinarily the Assistant Secretary will not participate, the Assistant Secretary may choose to do so in appropriate cases, such as cases involving important or novel legal issues, multiple employees, alleged violations that appear egregious, or where the interests of justice might require participation by the Assistant Secretary.

The Securities and Exchange Commission, if interested in a proceeding, also may participate as amicus curiae at any time in the proceedings. Other minor changes were made as needed to clarify the provision without changing its meaning. This section sets forth the requirements for the content of the decision and order of the ALJ, and includes the standard for finding a violation under Sarbanes-Oxley. Specifically, the complainant must demonstrate i.

See id. Paragraph c provides that OSHA's determination to dismiss the complaint without an investigation or without a complete investigation pursuant to Section Thus, Section The ALJ hears cases de novo and, therefore, as a general matter, may not remand cases to OSHA to conduct an investigation or make further factual findings. Paragraph c also clarifies that the ALJ can dispose of a matter without a hearing if the facts and circumstances warrant. In its comments, EEAC expressed support for this clarification. Paragraph d notes the remedies that the ALJ may order under the Act and provides that interest on back pay will be calculated using the interest rate applicable to underpayment of taxes under 26 U.

Paragraph d has been revised to note that when back pay is ordered, the order will also require the respondent to submit appropriate documentation to the Social Security Administration allocating any back pay award to the appropriate calendar quarters. Paragraph e requires that the ALJ's decision be served on all parties to the proceeding, the Assistant Secretary, and the U. Paragraph e also provides that any ALJ decision requiring reinstatement or lifting an order of reinstatement by the Assistant Secretary will be effective immediately upon receipt of the decision by the respondent.

All other portions of the ALJ's order will be effective 14 days after the date of the decision unless a timely petition for review has been filed with the ARB. However, the statement that the decision of the ALJ will become the final order of the Secretary unless a petition for review is timely filed with the ARB and the ARB accepts the petition for review was deleted from Section Additionally, OSHA has revised the period for filing a timely petition for review with the ARB to 14 days rather than 10 business days.

With this change, the final rule expresses the time for a petition for review in a way that is consistent with the other deadlines for filings before the ALJs and the ARB in the rule, which are also expressed in days rather than business days. This change also makes the final rule congruent with the amendments to Rule 6 a of the Federal Rules of Civil Procedure and Rule 26 a of the Federal Rules of Appellate Procedure, which govern computation of time before the federal courts and express filing deadlines as days rather than business days.

Accordingly, the ALJ's order will become the final order of the Secretary 14 days after the date of the decision, rather than after 10 business days, unless a timely petition for review is filed. As a practical matter, this revision does not substantively alter the window Start Printed Page of time for filing a petition for review before the ALJ's order becomes final.

Upon the issuance of the ALJ's decision, the parties have 14 days within which to petition the ARB for review of that decision. If no timely petition for review is filed with the ARB, the decision of the ALJ becomes the final decision of the Secretary and is not subject to judicial review. The date of the postmark, facsimile transmittal, or electronic communication transmittal is considered the date of filing of the petition; if the petition is filed in person, by hand delivery or other means, the petition is considered filed upon receipt.

The appeal provisions in this part provide that an appeal to the ARB is not a matter of right but is accepted at the discretion of the ARB. The parties should identify in their petitions for review the legal conclusions or orders to which they object, or the objections may be deemed waived. The ARB has 30 days to decide whether to grant the petition for review.

If a timely petition for review is filed with the ARB, any relief ordered by the ALJ, except for that portion ordering reinstatement, is inoperative while the matter is pending before the ARB. When the ARB accepts a petition for review, the ALJ's factual determinations will be reviewed under the substantial evidence standard.

This section also provides that, based on exceptional circumstances, the ARB may grant a motion to stay an ALJ's preliminary order of reinstatement under the Act, which otherwise would be effective, while review is conducted by the ARB. The Secretary believes that a stay of an ALJ's preliminary order of reinstatement under Sarbanes-Oxley would be appropriate only where the respondent can establish the necessary criteria for equitable injunctive relief, i.

The EEAC's comment regarding guidance on when a stay of preliminary reinstatement is appropriate addressed this provision of the rule, as well Section OSHA's response to this comment is explained in detail above, in the discussion of Section If the ARB concludes that the respondent has violated the law, it will order the remedies listed in paragraph d.

If the ARB determines that the respondent has not violated the law, an order will be issued denying the complaint. First, OSHA declines to extend the time limit to petition for review because the shorter review period is consistent with the practices and procedures followed in OSHA's other whistleblower programs. Furthermore, parties may file a motion for extension of time to appeal an ALJ's decision, and the ARB has discretion to grant such extensions.

The Unexpected Benefits of Sarbanes-Oxley

However, as explained above, OSHA has revised the period to petition for review of an ALJ decision to 14 days rather than 10 business days. As a practical matter, this revision does not substantively alter the window of time for filing a petition for review before the ALJ's order becomes final. In addition, Section Like the revision to Section Non-substantive changes were made to paragraph c of this section to clarify when all hearings before an ALJ are considered concluded, and thus when the time for the ARB to issue a final decision begins to run.

It also provides for approval of settlements at the investigative and adjudicative stages of the case. Minor changes were made as needed to this section and section title to clarify the provision without changing its meaning. This section describes the statutory provisions for judicial review of decisions of the Secretary and requires, in cases where judicial review is sought, that the ARB or the ALJ submit the record of proceedings to the appropriate court pursuant to the rules of such court.

Levi commented on this section, stating that paragraph b created a new rule. The old paragraph b was then renumbered to paragraph c in the IFR. Most of these non-substantive revisions have been adopted in this final rule. However, upon further review of the statutory language, OSHA has revised paragraph b in the final rule to more accurately reflect the statutory provisions found in AIR21, adopted by Sarbanes-Oxley.

The rule as written previously and in the IFR referred only to limitation on collateral attack of final orders of the ARB. AIR21's limitation on collateral attacks applies to all final orders of the Secretary. Thus, paragraph b has been revised accordingly. This section describes the Secretary's power under Sarbanes-Oxley to obtain judicial enforcement of orders and the terms of a settlement agreement. While some courts have declined to enforce preliminary orders of reinstatement under Sarbanes-Oxley, the Secretary's consistent position has been that such orders are enforceable in federal district court.

See Solis v. Commerce Bancorp, Inc. However, as noted by Marshall in its comment, an inspection of these cases shows that none of these decisions held by a majority that federal courts lack jurisdiction to enforce preliminary orders of reinstatement. In Bechtel, the Second Circuit vacated the preliminary order of reinstatement but failed to agree on a basis for which to do so. In the three-judge panel, one judge found that the court lacked jurisdiction to enforce the order, thus holding to vacate the order.

A second judge found that the order could not be enforced on separate, due process grounds, and concurred in the result on this basis. The third judge dissented from the result and found that the court did have jurisdiction to enforce orders of preliminary reinstatement. May 25, Finally, in Welch, the district court granted the defendant's motion to dismiss the complainant's enforcement proceeding because the ALJ's opinion did not make clear whether he was ordering preliminary reinstatement, as opposed to simply recommending reinstatement. Therefore, the Secretary's position is not at odds with the federal courts that have addressed this issue, as none has reached the issue on the merits with a majority of the court.

Additionally, the Secretary's position is consistent with the plain language of the statute. By incorporating the procedures of AIR21, Sarbanes-Oxley authorizes district courts to enforce orders, including preliminary orders of reinstatement, issued by the Secretary under the Act. Under 49 U. The respondent may file objections to the Secretary's preliminary order and request a hearing. Paragraph 5 of 49 U. In actions brought under this paragraph, the district courts shall have jurisdiction to grant all appropriate relief including, but not limited to, injunctive relief and compensatory damages.

Preliminary orders that contain the relief of reinstatement prescribed by paragraph 3 B are judicially enforceable orders, issued under paragraph 3. However, sections of a statute should not be read in isolation, but rather in conjunction with the provisions of the entire Act, considering both the object and policy of the Act.

FDA, F. See also United States v. Buculei, F. Focusing on the title to subsection b 3 instead of reading section b as a coherent whole negates the congressional directives that preliminary reinstatement must be ordered upon a finding of reasonable cause and that such orders not be stayed pending appeal. Reading 49 U. Before Congress enacted Sarbanes-Oxley, the Department of Labor had interpreted this AIR21 provision to permit judicial enforcement of preliminary reinstatement orders.

Accordingly, Congress is presumed to have been aware of the Department's interpretation of 49 U. See Lorillard v. Pons, U. Congress adopts a new law incorporating sections of a prior law, Congress normally can be presumed to have had knowledge of the interpretation given to the incorporated law, at least insofar as it affects the new statute.

The Secretary's interpretation is further supported by the legislative history of AIR21, which makes clear that Congress regarded preliminary reinstatement as crucial to the protections provided in the statute. Interpreting 49 U. Sarbanes-Oxley also permits the person on whose behalf the order was issued under Sarbanes-Oxley to obtain judicial enforcement of orders and the terms of a settlement agreement.

Financial Accounting: Fraud & Sarbanes–Oxley Act of 2002

OSHA has made two changes that are not intended to have substantive effects. First, OSHA has revised this section slightly to more closely parallel the provisions of the statute regarding the proper venue for an enforcement action. Second, the list of remedies that formerly appeared in this section has been moved to Section This revision does not reflect a change in the Secretary's views regarding the remedies that are available under Sarbanes-Oxley in an action to enforce an order of the Secretary.

The revision has been made to better parallel the statutory structure of Sarbanes-Oxley and AIR21, which contemplate enforcement of a Secretary's order and specify the remedies that are available in an action for de novo review of a retaliation complaint in district court. Compare 49 U. This section sets forth Sarbanes-Oxley's provisions allowing a complainant to bring an original de novo action in district court, alleging the same allegations contained in the complaint filed with OSHA, if there has been no final decision of the Secretary within days of the filing of the complaint.

It is the Secretary's position that complainants may not initiate an action in federal court after the Secretary issues a final decision, even if the date of the final decision is more than days after the filing of the complaint. That goal is not implicated in a situation where the complainant already has received a final decision from the Secretary.

In addition, permitting the complainant to file a new case in district court in such circumstances could conflict with the parties' rights to seek judicial review of the Secretary's final decision in the court of appeals. Levi wrote in opposition to this language, while the EEAC wrote in support of this language, and requested that it be inserted into the regulatory text.

To support his position, Mr. Levi quoted from the preamble to the version of the rules. In that preamble, the agency stated, and Mr. Levi also commented that this position creates an impediment to a complainant's right to access the federal district courts, and forces the complainant to give up one right or another: Access to the ARB or access to the district courts. However, as discussed above, the Secretary believes that access to district courts under this provision is intended to provide the complainant with a speedy adjudication of his complaint; it is not intended to create two simultaneous proceedings or a de novo review of an unfavorable determination by the Secretary.

Congress provided a clear avenue for review in federal courts of a final order. As provided in Section The Secretary's position does not adversely affect this right, but rather is intended Start Printed Page to prevent interference with this right. Therefore, after considering Mr. Levi and EEAC's comments, the agency has decided to retain the language in the preamble to the rule, but refrain from adding it to the regulatory text.

As with any law, the most important thing is what matters to one company and not the entire law. This section specializes on Disclosure Control and Procedures. To be precise, these procedures are not audited but are still checked by an independent auditor, reports that stipulate all the operations and controls for public disclosures. In addition, the section controls and monitors accountability of signing officers. The report contains the only true statement of material facts. It may also not state material fact crucial to make the statements made.

This section features two subsections of note. Its primary focus is financial disclosures which are supposed to be prepared based on the accounting standards to make sure investors are confident. The second section requires those in charge to report off-balance sheet discloses to make sure the transactions are done according to approved accounting rules. The regulations clearly stipulate the quarterly and annual public financial reporting that was initially misunderstood at the WorldCom and Enron Scandals.

Far from the section regulations, a public accounting firm can only audit these sections. The Section of SOX act specializes on the adequacy of internal controls, the scope of internal controls, as well as processes of financial reporting. On the other hand, the brochure for the SEC contains the necessary steps to evaluate and document internal controls. To begin with, a firm must review its reporting risks.

The risks may either be internal or external factors that affect the business. They may be prompted by record transactions, process, and authorization shown in financial statements. This section is also known as the Real Time Issuer Disclosure. SOX said that issuers need to share information to the public in regard to financial operations or conditions. Then, the disclosures are supposed to in a manner that people can easily understand and are backed by both qualitative and trendy information of visual presentations as required.

While SOX may have been the best solution for corporate culture in , its pillars have helped improve financial reporting as well as information security.