Marched out as the universal solution to what's ailing American business, an issue perhaps too soily for the spin cycle, Sarbanes-Oxley (SOX) is now characterized by the skyrocketing costs
hitting the businesses that work to comply with it. And in 2007 the debate over Sarbanes-Oxley only rages on.Alex J Pollock, a resident fellow at the ever genteel American Enterprise Institute, recently wrote a letter to the Financial Times
critiquing the act, saying changes proposed for 2007 amount to little more than "official, public recognition that the wasteful expense generated by an act passed in political panic needs to be brought under control."
He continues, "Even an infinite number of accounting procedures and a vast library filled with three-ring binders full of risk control memoranda will not prevent cyclical recurrence of booms with their attendant frauds, and subsequent busts with their attendant scandals."
Pollock does note these zany machinations can succeed at one thing: "multiplying dead weight bureaucracy."
One of the major sources of the SOX problem is Section 404, which requires all public companies to report the efficacy of their internal fraud systems and have an outside auditor do the same. Though adamant critics of the act have requested the SEC exempt small firms from Section 404 compliance entirely and consider loosening the slack on other aspects of the act, the SEC has essentially washed its hands of the matter, citing they can provide guidance and little more.
Guidance (and bureaucracy) being what they are, Pollock notes such assistance can only be "vague and ambiguous, leaving plenty of room for interpretation and disagreement." And unfortunately for those even trying to seek help, the execution end of the act is highly qualitative, making compliance processes occasionally muddy, but judgment over whether firms have complied are very clear indeed.
Additionally, aligning business with the act is less incentive-based and more punishment-oriented. SOX generates serious civil and criminal liabilities for executives unable, for whatever reason, to adequately control the goings-on in their firms or precisely disclose the financial minutiae.
With this in mind, executives have little choice but to exhaust corporate resources in attempts to meet compliance standards, efforts toward which are seeming more and more like a search for the Holy Grail. And when corporate resources are tapped, so are stockholders' assets.
On a cheery note, however, SOX did breathe quite a gust of fresh air into the sails of the Content Management industry, as companies like Stellent (now Oracle)
, Open Text
, and even Microsoft
have tried valiantly to help enterprises bear the load.
Professor Stephen Bainbridge added to this critique in his assessment of Sarbanes-Oxley
and its inherent problems. The paper is called, dramatically, Legislate in Haste, Repent at Leisure
. While policymakers may indeed be taking their sweet time toward said repentance, corporate America's testy tempers are flaring to near-fatal temps.
So be it. We're not stepping on the foul side of SOX. While the legislation may be imperfect, such official mandates for self respect and a modicum of honesty were not born in a vacuum. SOX rose from a fire of public outrage and should be tempered and shaped as that fire cools, not before.