The Need for Sarbanes-Oxley.

One view of the Sarbanes-Oxley Act of 2002 is that it was an overreaction to a handful of rogue actors at companies that filed for bankruptcy after the collapse of the internet bubble. If that was the case, the statute’s mandates may have been unnecessary for most public companies. This article argues that Sarbanes-Oxley is instead best understood as a reaction to two waves of accounting-based securities frauds. The first wave happened years before the scandals at Enron and WorldCom and prompted extensive rulemaking by stock exchanges and the SEC. Congressional action was necessary after the second wave of securities fraud to supplement these earlier measures. The driving force behind both waves was the increasing pressure to meet quarterly projections that characterizes modern valuation. Sarbanes-Oxley is an appropriate structural response to this pressure. [ABSTRACT FROM AUTHOR]