萨班斯—奥克斯利法案——美国公司治理领域中的重大变革

被引:6
作者
于丹翎
机构
[1] 外交学院副教授、,美国斯坦福大学法学院,法学博士
关键词
美国; 公司法; 高级管理人员; 会计监管; 美利坚合众国; 北美洲; 商法; 法案; 证券交易委员会; 证券从业人员;
D O I
暂无
中图分类号
D971.2 [];
学科分类号
0301 ;
摘要
Responding to a series of public companies' corporate and accounting scandals, the United States federal government has passed the Sarbanes-Oxley Act, a significant federal act in corporate governance. This paper comments on the important provisions of the Act and analyzes the governance characteristics and failures of public companies that the Act seeks to address and redress for the betterment of corporate governance. Most notably, the Act can be seen as taking corrective disclosure measures to enhance the ability of the boards of public companies to adequately monitor complex corporate finance transactions with the off-balance transactions of the SPEs being the chief component; imposing a more stringent level of management duties on the board and management to improve governance effect and efficiency; adopting non-market forces to restrain and counter-balance the powers of the board and management; and further strengthening public governance oversight functions by the SEC. The Act marks a new round of federal legislative efforts in dealing with the challenges posed by the intricacies of handling the relationships between and among the board, management, and shareholders in modern, especially large modern public companies of our times.
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页码:360 / 367
页数:8
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