Journal of Corporation Law

Articles cover corporate legal topics and development important to businesses, scholars and practicing lawyers.

Articles from Vol. 29, No. 2, Winter

Convergence and Competition in Rules Governing Lawyers and Auditors
I. INTRODUCTIONEthics rules are becoming increasingly similar for auditors and securities lawyers. First, the Sarbanes-Oxley Act of 2002 (SOX) intensified federal regulation of auditors,1 and put securities lawyers, formerly regulated almost entirely...
Evaluation and Response to Risk: Co-Operation between Lawyers, Accountants, and Auditors
I. INTRODUCTORY REMARKSEvaluation and response to risks by lawyers, accountants, and auditors turns out to be a crucial issue not only for the three professions but for the functioning of capital markets as well. Whether and how lawyers, accountants,...
Evaluation and Response to Risk in International Accounting and Audit Systems: Framework and German Experiences
I. INTRODUCTIONIt is widely acknowledged that auditors play an important role in corporate governance. However, recent audit failures raised doubts as to whether they actually played a positive role in corporate governance. An unfortunate series of (suspected)...
Foreword
Corporate malfeasance is nothing new, and both the United States and Europe have experimented with different types of regulatory responses to it for a long time. The Bubble Act of 1720, for example, responded to financial frauds by requiring promoters...
Global Financial Statements/Local Enterprise Valuation
"Valuation is an art rather than a science."1"Valuation is an inexact science."2I. INTRODUCTIONUntil quite recently, accounting and valuation were often regarded as lying outside the professional sphere of lawyers. Lawyers had almost given up in the...
Limited Liability of Professional Firms after Enron
ABSTRACTSome commentators suggest that mandatory personal liability of professionals for liabilities of their firms is appropriate in light of professionals' role in Enron and other recent frauds. This liability can, indeed, help ensure that professional...
Putting SEC Heat on Audit Firms and Corporate Tax Shelters: Responding to Tax Risk with Sunshine, Shame and Strict Liability
"A tax shelter is 'a deal done by very smart people that, absent tax considerations, would be very stupid.'"1I. INTRODUCTIONAfter the fall of Enron and Arthur Andersen, Congress enacted the Sarbanes-Oxley Act of 2002(2) to deal with problems revealed...
The Appeal and Limits of Internal Controls to Fight Fraud, Terrorism, Other Ills
INTRODUCTIONCorporate internal controls have become a first-order policy option to respond to a wide variety of national problems.1 In response to early 2001's financial scandals,2 Congress adopted the Sarbanes-Oxley Act (SOX),3 to bolster controls over...
The Mother of All Conflicts: Auditors and Their Clients
I. INTRODUCTION AND CONTEXTFrom 1980 through 1991, I taught a semester-long course entitled "Accounting Issues for Lawyers." I dropped the course for several reasons, the most pertinent to this Conference being a concern that financial statements were...
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