TY - JOUR T1 - The New Federal Corporate Governance Standards JF - Special Issues SP - 27 LP - 33 VL - 2003 IS - 2 AU - Guy P. Lander Y1 - 2003/09/21 UR - https://pm-research.com/content/2003/2/27.abstract N2 - The Sarbanes-Oxley Act of 2002 is the most important securities legislation since the New Deal. The Act contains 76 civil and criminal sections and runs almost 70 pages. The net effect of its provisions affecting public companies is to create a new set of minimum federal corporate governance standards. The Act and follow-up SEC regulations include detailed audit committee requirements such as committee independence, auditor oversight, accounting complaint procedures, authority to engage advisers, and financial expert disclosure. Other provisions of the Act include code of ethics disclosure, a prohibition on personal loans to directors and officers, a prohibition on interference with the independent auditor, reports of trading in company stock, a bar to future service for a person who violates the anti-fraud provision of the Securities Exchange Act, shareholder approval requirements, education and training of directors, and annual certification of financial statements. The new corporate governance standards are in addition to, and do not change, existing fiduciary duties of directors, which generally are covered in state law. ER -