Magazine

How the SEC Might Lower the Boom


For the Securities & Exchange Commission, Jan. 26 is the regulatory equivalent of D-Day. That's the date by which regulators must issue final rules on a host of new corporate-accountability measures required by last year's Sarbanes-Oxley business-reform law. The onslaught of rules is causing many CEOs, boardroom directors, accountants, and corporate lawyers to sweat. Below, the prospects for some of the agency's most controversial proposals.

DEFLATING FUNNY NUMBERS

PROPOSAL

Will require CFOs to reconcile ad hoc "pro forma" earnings, which can present a distorted picture of corporate earnings, with official numbers prepared according to generally accepted accounting principles.

OUTLOOK

The Securities & Exchange Commission adopted the rules on Jan. 15.

WHISTLEBLOWERS IN PINSTRIPES

PROPOSAL

Would require corporate lawyers to take evidence of fraud by client companies to top managers and boards. If clients fail to act, lawyers must resign and tell the SEC they quit for professional reasons.

OUTLOOK

Lawyers complain that this would undermine the strict code of confidentiality that now covers discussions with clients. The SEC is likely to settle for forcing lawyers to report any fraud to CEOs and directors.

RATING THE RATERS

PROPOSAL

Would require the SEC to report to Congress on the role and effectiveness of credit-rating agencies such as S&P and Moody's.

OUTLOOK

The Commission may explore increasing competition among the agencies but won't push for more players in the ratings game.

FORCING AUDITORS TO FOCUS

PROPOSAL

Would bar accountants from doing info-tech consulting for audit clients and require board audit committees to scrutinize the auditor's role in devising tax strategies for clients.

OUTLOOK

Companies and accountants alike are pressing for easier rules, especially on tax consulting. But the SEC isn't likely to budge.

UNMASKING FINANCIAL ENGINEERS

PROPOSAL

Would force CFOs to disclose far more detail about off-balance-sheet financings.

OUTLOOK

Critics say the rule would make companies highlight deals that pose little risk, mixing routine business pacts with Enron-style special-purpose entities. The SEC is likely to focus on disclosure of practices most vulnerable to abuse.

WHO'S THE EXPERT?

PROPOSAL

Would make board audit committees disclose whether they include a financial expert.

OUTLOOK

In response to criticism, the SEC has broadened its definition of a "financial expert." Critics say it will still be hard for some companies to recruit a director who qualifies. By Amy Borrus in Washington


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