{"catalog":{"description":"
In 2002, Sarbanes-Oxley was named after bill sponsors U.S. Senator Paul Sarbanes (D-MD) and U.S. Representative Michael G. Oxley (R-OH). As a result of SOX, top management must individually certify the accuracy of financial information. In addition, penalties for fraudulent financial activity are much more severe. Also, SOX increased the oversight role of boards of directors and the independence of the outside auditors who review the accuracy of corporate financial statements.[2]
The bill was enacted as a reaction to a number of major corporate and accounting scandals, including those affecting Enron, Tyco International, Adelphia, Peregrine Systems, and WorldCom. These scandals cost investors billions of dollars when the share prices of affected companies collapsed, and shook public confidence in the US securities markets.[3]
The act contains eleven titles, or sections, ranging from additional corporate board responsibilities to criminal penalties, and requires the Securities and Exchange Commission (SEC) to implement rulings on requirements to comply with the law. Harvey Pitt, the 26th chairman of the SEC, led the SEC in the adoption of dozens of rules to implement the Sarbanes–Oxley Act. It created a new, quasi-public agency, the Public Company Accounting Oversight Board, or PCAOB, charged with overseeing, regulating, inspecting, and disciplining accounting firms in their roles as auditors of public companies. The act also covers issues such as auditor independence, corporate governance, internal control assessment, and enhanced financial disclosure. The nonprofit arm of Financial Executives International (FEI), Financial Executives Research Foundation (FERF), completed extensive research studies to help support the foundations of the act.[4]
The act was approved in the House by a vote of 423 in favor, 3 opposed, and 8 abstaining and in the Senate with a vote of 99 in favor and 1 abstaining. President George W. Bush signed it into law, stating it included \"the most far-reaching reforms of American business practices since the time of Franklin D. Roosevelt. The era of low standards and false profits is over; no boardroom in America is above or beyond the law.\"[5]
In response to the perception that stricter financial governance laws are needed, SOX-type regulations were subsequently enacted in Canada (2002), Germany (2002), South Africa (2002), France (2003), Australia (2004), India (2005), Japan (2006), Italy (2006), Israel, and Turkey.[6] (See § Similar laws in other countries below.)
Debates continued as of 2007 over the perceived benefits and costs of SOX. Opponents of the bill have claimed it has reduced America's international competitive edge against foreign financial service providers because it has introduced an overly complex regulatory environment into US financial markets. A study commissioned by NYC Mayor Michael Bloomberg and US Sen. Chuck Schumer, (D-NY), cited this as one reason America's financial sector is losing market share to other financial centers worldwide.[7] Proponents of the measure said that SOX has been a \"godsend\" for improving the confidence of fund managers and other investors with regard to the veracity of corporate financial statements.[8]
The 10th anniversary of SOX coincided with the passing of the Jumpstart Our Business Startups (JOBS) Act, designed to give emerging companies an economic boost, and cutting back on a number of regulatory requirements
","uuid":"664db8eb-268c-443b-abc3-692e04a4298e","datePublished":"2002-07-30T04:00:00","version":"1.0.0","abstract":"Restricts sanctions and penalties to intentional conduct or to repeated instances of negligent conduct.
Authorizes the Board to impose sanctions upon a registered accounting firm or its supervisory personnel for failure to supervise.
","references":"","tenantsId":1,"uuid":"0b000f37-a4a4-49a4-bbe3-4774928426e3","family":"Title I: Public Company Accounting Oversight Board","subControls":"","weight":0,"title":"(Sec. 105) Empowers the Board to impose disciplinary or remedial sanctions upon registered public accounting firms, associated persons, and accountants.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 105"},{"id":22721,"description":"N/A
","references":"","tenantsId":1,"uuid":"08a48277-00a5-4ab8-b0d2-24e09d4c68ed","family":"Title I: Public Company Accounting Oversight Board","subControls":"","weight":0,"title":"(Sec. 106) Places within the purview of this Act foreign public accounting firms that prepare or furnish an audit report for an issuer, including audit workpapers.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 106"},{"id":22722,"description":"N/A
","references":"","tenantsId":1,"uuid":"6182fb83-631e-49a1-85a2-00cb0ff5060b","family":"Title I: Public Company Accounting Oversight Board","subControls":"","weight":0,"title":"(Sec. 107) Grants the Securities and Exchange Commission (SEC) general oversight and enforcement authority over the Board, including prior approval of Board rules; review of disciplinary action taken by the Board; and general modification and rescission of Board authority.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 107"},{"id":22723,"description":"N/A
","references":"","tenantsId":1,"uuid":"76c92d69-5aba-4db6-8172-2d617d087c33","family":"Title I: Public Company Accounting Oversight Board","subControls":"","weight":0,"title":"(Sec. 108) Directs the SEC to report to Congress on adoption of a principles-based accounting system by the U.S. financial reporting system.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 108"},{"id":22724,"description":"N/A
","references":"","tenantsId":1,"uuid":"9cb4b3f4-301c-4370-8c80-7c39de64bc63","family":"Title I: Public Company Accounting Oversight Board","subControls":"","weight":0,"title":"(Sec. 109) Directs the Board to establish annual accounting support fees which shall be collected from issuers.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 109"},{"id":22725,"description":"N/A
","references":"","tenantsId":1,"uuid":"e4cd4882-c6ea-492e-8b63-bf13130f271f","family":"Title II: Auditor Independence","subControls":"","weight":0,"title":"(Sec. 202) Mandates: (1) preapproval by the audit committee of the issuer of all auditing and non-auditing services provided by an auditor; and (2) disclosure of such preapproval in periodic reports to investors.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 202"},{"id":22726,"description":"N/A
","references":"","tenantsId":1,"uuid":"232480d1-b806-4ffd-a790-f6e17c24c732","family":"Title II: Auditor Independence","subControls":"","weight":0,"title":"(Sec. 203) Mandates: (1) audit partner rotation on a five-year basis; and (2) auditor reports to audit committees of the issuer.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 203"},{"id":22727,"description":"(1) critical accounting policies and practices used in the audit; (2) alternative treatments and their ramifications within generally accepted accounting principles that have been discussed with management officials; (3) the treatment preferred by the auditor; and (4) material written communications between the auditor and senior management.
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(1) the report does not contain untrue statements or material omissions; (2) the financial statements fairly present, in all material respects, the financial condition and results of operations; and (3) such officers are responsible for internal controls designed to ensure that they receive material information regarding the issuer and consolidated subsidiaries.
Requires such senior corporate officers additionally to certify that they have disclosed to the auditors and audit committee of the board of directors; (1) significant internal control deficiencies; and (2) any fraud that involves staff who have a significant role in the issuer's internal controls.
States that the rules governing corporate responsibility apply to issuers even if they have reincorporated or transferred their corporate domicile or offices from inside the United States to outside the United States.
","references":"","tenantsId":1,"uuid":"f49cdf5a-130b-4a96-9e5e-f7cc0588602a","family":"Title III: Corporate Responsibility","subControls":"","weight":0,"title":"(Sec. 302) Instructs the SEC to promulgate requirements that the principal executive officer and principal financial officer certify the following in periodic financial reports","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 302"},{"id":22732,"description":"N/A
","references":"","tenantsId":1,"uuid":"b71b61d7-539d-4776-9515-957e5788fabe","family":"Title III: Corporate Responsibility","subControls":"","weight":0,"title":"(Sec. 303) Deems unlawful efforts by corporate personnel to exert improper influence upon an audit for the purpose of rendering financial statements materially misleading.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 303"},{"id":22733,"description":"N/A
","references":"","tenantsId":1,"uuid":"4f8bece6-c519-4337-886f-ee462a29ad03","family":"Title III: Corporate Responsibility","subControls":"","weight":0,"title":"(Sec. 304) Requires the chief executive officer and chief financial officer to forfeit certain bonuses and compensation received following an accounting restatement that has been triggered by a violation of securities laws.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 304"},{"id":22734,"description":"N/A
","references":"","tenantsId":1,"uuid":"18375c78-4e8e-4065-9e41-3b496668a14c","family":"Title III: Corporate Responsibility","subControls":"","weight":0,"title":"(Sec. 305) Amends the Securities Exchange Act of 1934 and the Securities Act of 1933 to authorize a Federal court to bar a violator of certain SEC rules from serving as an officer or director of an issuer if the person's conduct demonstrates unfitness to serve (the current standard is \"substantial unfitness\").","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 305"},{"id":22735,"description":"Limits actions to recover profits to two years after the date on which such profits were realized.
Amends the Employee Retirement Income Security Act of 1974 (ERISA) to require a plan administrator to notify the following parties of an impending blackout period: (1) participants and beneficiaries in individual account plans; and (2) the issuer of any employer securities subject to such blackout period. Subjects a plan administrator to civil penalties for failure to notify.
","references":"","tenantsId":1,"uuid":"ee03ca6b-ece5-4bec-b060-0296cb73ed62","family":"Title III: Corporate Responsibility","subControls":"","weight":0,"title":"(Sec. 306) Prohibits insider trades during pension fund blackout periods if the equity security was acquired in connection with services as either a director, or employment as an executive officer. States that profits realized from such trades shall inure to and be recoverable by the issuer irrespective of the intent of the parties to the transaction.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 306"},{"id":22736,"description":"N/A
","references":"","tenantsId":1,"uuid":"38fbd438-606e-4da3-bca0-8f243bcb7cb9","family":"Title III: Corporate Responsibility","subControls":"","weight":0,"title":"(Sec. 307) Directs the SEC to issue rules of professional responsibility for attorneys who practice before the Commission, including a rule requiring an attorney to report a material violation or breach of fiduciary duty to: (1) the chief legal counsel or chief executive officer of the company; and (2) the audit committee of the board of directors if such legal counsel or officer does not respond appropriately.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 307"},{"id":22737,"description":"Instructs the SEC to report to Congress on previous procedural actions taken to obtain civil penalties or disgorgement in order to identify where such procedures may be used to provide restitution efficiently for injured investors.
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Permits certain loans if: (1) made in the ordinary course of the consumer credit business of the issuer; (2) of a type generally made available by the corporation to the public; and (3) made on market terms, or on terms that are no more favorable than those offered to the public.
Permits loans for: (1) home improvement and manufactured homes; (2) consumer credit; (3) an open end credit plan or a charge card; (4) credit extended by a broker or dealer for employee securities trades; and (5) made by an insured depository institution if they are subject to the insider lending restrictions of the Federal Reserve Act.
","references":"","tenantsId":1,"uuid":"3ac88580-47f6-4a6e-b5f4-7ec952ee6e77","family":"Title IV: Enhanced Financial Disclosures","subControls":"","weight":0,"title":"(Sec. 402) Prohibits personal loans extended by a corporation to its executives and directors.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 402"},{"id":22740,"description":"Permits certain loans if: (1) made in the ordinary course of the consumer credit business of the issuer; (2) of a type generally made available by the corporation to the public; and (3) made on market terms, or on terms that are no more favorable than those offered to the public.
Permits loans for: (1) home improvement and manufactured homes; (2) consumer credit; (3) an open end credit plan or a charge card; (4) credit extended by a broker or dealer for employee securities trades; and (5) made by an insured depository institution if they are subject to the insider lending restrictions of the Federal Reserve Act.
","references":"","tenantsId":1,"uuid":"1753a6a3-d980-4dcd-84b0-54c064e415bc","family":"Title IV: Enhanced Financial Disclosures","subControls":"","weight":0,"title":"(Sec. 403) Requires senior management, directors, and principal stockholders to disclose changes in securities ownership or security-based swap agreements within two business days after such transactions were executed (currently ten days after the close of the calendar month). Mandates electronic filing and availability of such disclosures one year after the date of enactment of this Act.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 403"},{"id":22741,"description":"N/A
","references":"","tenantsId":1,"uuid":"21e5def8-6fda-41c6-b8c0-60b86a303720","family":"Title IV: Enhanced Financial Disclosures","subControls":"","weight":0,"title":"(Sec. 404) Directs the SEC to require by rule that annual reports include an internal control report which: (1) avers management responsibility for maintaining adequate internal control mechanisms for financial reporting; and (2) evaluates the efficacy of such mechanisms. Requires the public accounting firm responsible for the audit report to attest to and report on the assessment made by the issuer.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 404"},{"id":22742,"description":"N/A
","references":"","tenantsId":1,"uuid":"f39f1a2a-0a24-4658-bb39-37007a0ee114","family":"Title IV: Enhanced Financial Disclosures","subControls":"","weight":0,"title":"(Sec. 406) Directs the SEC to issue rules requiring an issuer to disclose whether it has adopted a code of ethics for its senior financial officers, including its principal financial officer or principal accounting officer.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 406"},{"id":22743,"description":"N/A
","references":"","tenantsId":1,"uuid":"4da4d2de-439f-4bc0-a84a-1801ec509e3c","family":"Title IV: Enhanced Financial Disclosures","subControls":"","weight":0,"title":"(Sec. 407) Sets a deadline for the SEC to promulgate rules requiring an issuer to disclose whether its audit committee consists of at least one member who is a financial expert.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 407"},{"id":22744,"description":"N/A
","references":"","tenantsId":1,"uuid":"0126500e-8163-4a86-867b-7ae8a2cb1508","family":"Title IV: Enhanced Financial Disclosures","subControls":"","weight":0,"title":"(Sec. 408) Mandates regular, systematic SEC review of periodic disclosures by issuers, including review of an issuer's financial statement.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 408"},{"id":22745,"description":"Deems a registered public accounting firm to be engaged in \"improper professional conduct\" if the SEC finds \"intentional or knowing conduct, including reckless conduct, that results in a violation of applicable professional standards.\"
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(1) their role in securities evaluation; (2) impediments to accurate appraisal by credit rating agencies of the resources and risks of issuers of securities; and (3) conflicts of interest in the operation of credit rating agencies and measures to prevent or ameliorate the consequences of such conflicts.
(1) the number of securities professionals practicing before the Commission who have aided and abetted Federal securities violations but have not been penalized as a primary violator; (2) the occurrence of multiple violations by the same party; (3) whether disciplinary sanctions have been imposed upon each violator, including censure, suspension, temporary or permanent bar to practice before the Commission; and (4) the amount of disgorgement, restitution, or other fines collected from violators.
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(1) the collapse of the Enron Corporation, (including derivatives transactions, special purpose vehicles, and other financial arrangements); (2) the failure of Global Crossing, (including swaps of fiberoptic cable capacity and transactions designed to obscure the company's true financial status); and (3) the creation and marketing of transactions designed solely to manipulate revenue, obtain loans, or move liabilities off balance sheets without altering the business risks faced by the companies.
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(1) activities proscribed by this Act; (2) fraud that endangers the financial security of a substantial number of victims; and (3) organizational criminal misconduct.
(1) assist in an investigation of fraud or other conduct by Federal regulators, Congress, or supervisors; or (2) file or participate in a proceeding relating to fraud against shareholders.
Sets a 90-day statute of limitations for filing a civil action for retaliation.
Cites remedies for such aggrieved employee, including reinstatement, back pay, and compensatory damages.
","references":"","tenantsId":1,"uuid":"4f00948f-615c-46d7-920c-3b8b1d0ee7f1","family":"Title VIII: Corporate and Criminal Fraud Accountability","subControls":"","weight":0,"title":"(Sec. 806) Amends Federal criminal law to prohibit a publicly traded company from retaliating against an employee because of any lawful act by the employee ","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 806"},{"id":22757,"description":"N/A
","references":"","tenantsId":1,"uuid":"5e8511d1-652f-4963-9471-02898b4e70e6","family":"Title VIII: Corporate and Criminal Fraud Accountability","subControls":"","weight":0,"title":"(Sec. 807) Subjects to a fine and imprisonment any person who knowingly defrauds shareholders of publicly traded companies.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 807"},{"id":22758,"description":"N/A
","references":"","tenantsId":1,"uuid":"01c9dd44-f2f6-48d3-b812-a8fced6bac18","family":"Title IX: White-Collar Crime Penalty Enhancements","subControls":"","weight":0,"title":"(Sec. 904) Amends the ERISA to increase the criminal penalties for violations of such Act.","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Sec. 904"},{"id":22759,"description":"(1) ensure that they reflect the serious nature of the offenses and penalties set forth in this Act, the growing incidence of serious fraud offenses, and the need to deter and punish such offenses; and (2) consider whether a specific offense characteristic should be added in order to provide stronger penalties for fraud committed by a corporate officer or director.
Establishes a criminal liability for failure of corporate officers to certify financial reports, including maximum imprisonment of: (1) ten years for certifying while knowing that the periodic report does not comport with this Act; and (2) twenty years for willfully certifying a statement knowing it does not comport with this Act.
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(1) promptly review sentencing guidelines for securities and accounting fraud; and (2) expeditiously consider promulgation of new sentencing guidelines to provide an enhancement for senior corporate officers who commit fraud and related offenses. Prescribes guidelines for Commission consideration, including a request that it ensure that the sentencing guidelines and policy statements reflect the serious nature of securities, pension, and accounting fraud and the need for aggressive law enforcement action to prevent such offenses. Sets a deadline for promulgation of such guidelines.
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Establishes the Public Company Accounting Oversight Board (Board) to: (1) oversee the audit of public companies that are subject to the securities laws; (2) establish audit report standards and rules; and (3) inspect, investigate, and enforce compliance on the part of registered public accounting firms, their associated persons, and certified public accountants.
Amends the Securities Exchange Act of 1934 to prohibit an auditor from performing specified non-audit services contemporaneously with an audit (auditor independence). Requires preapproval by the audit committee of the issuer for those non-audit services that are not expressly forbidden by this Act.
Confers responsibility upon audit committees of public companies for the appointment, compensation, and oversight of any registered public accounting firm employed to perform audit services. Requires an audit committee member to be a member of the board of directors of the issuer, and to be otherwise independent.
Requires financial reports filed with the SEC to reflect all material correcting adjustments that have been identified by a registered public accounting firm in accordance with SEC rules and generally accepted accounting principles (GAAP).
Instructs the SEC to require by rule: (1) disclosure of all material off-balance sheet transactions and relationships that may have a material effect upon the financial status of an issue and (2) the presentation of pro forma financial information in a manner that is not misleading and that is reconcilable with the financial condition of the issuer under GAAP.
","references":"","tenantsId":1,"uuid":"702e5639-1a48-4919-abb0-3e31a8f73c72","family":"Title IV: Enhanced Financial Disclosures","subControls":"","weight":0,"title":"Title IV: Enhanced Financial Disclosures","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Title IV"},{"id":22770,"description":"Requires the SEC to adopt rules governing securities analysts' potential conflicts of interest, including: (1) restricting the prepublication clearance or approval of research reports by persons either engaged in investment banking activities, or not directly responsible for investment research; (2) limiting the supervision and compensatory evaluation of securities analysts to officials who are not engaged in investment banking activities; (3) prohibiting a broker or dealer involved with investment banking activities from retaliating against a securities analyst as a result of an unfavorable research report that may adversely affect the investment banking relationship of the broker or dealer with the subject of the research report; and (4) establishing safeguards to assure that securities analysts are separated within the investment firm from the review, pressure, or oversight of those whose involvement in investment banking activities might potentially bias their judgment or supervision.
Directs the SEC to adopt rules requiring securities analysts and broker/dealers to disclose specified conflicts of interest.
","references":"","tenantsId":1,"uuid":"5a7a94c8-40b9-4e64-8fa1-91a7642813d8","family":"Title V: Analyst Conflicts of Interest","subControls":"","weight":0,"title":"Title V: Analyst Conflicts of Interest","enhancements":"","controlType":"Stand-Alone","relatedControls":"","catalogueID":95,"practiceLevel":"","assessmentPlan":"","mappings":"","controlId":"Title V"},{"id":22771,"description":"Authorizes appropriations for FY 2003 to the SEC for: (1) additional staff compensation; (2) enhanced oversight of auditors and audit services; and (3) additional professional staff for fraud prevention, risk management, market regulation, and investment management.
Mandates a GAO report to Congress on: (1) the factors leading to the consolidation of public accounting firms and the subsequent reduction in the number of firms providing audit services to businesses subject to the securities laws; and (2) the impact of such consolidation upon the capital formation and securities markets.
Corporate and Criminal Fraud Accountability Act of 2002 - Amends Federal criminal law to impose criminal penalties for: (1) knowingly destroying, altering, concealing, or falsifying records with intent to obstruct or influence either a Federal investigation or a matter in bankruptcy; and (2) auditor failure to maintain for a five-year period all audit or review work papers pertaining to an issuer of securities.
White-Collar Crime Penalty Enhancement Act of 2002 - Amends Federal criminal law to: (1) establish criminal penalties for attempt and conspiracy to commit criminal fraud offenses; and (2) increase criminal penalties for mail and wire fraud.
Expresses the sense of the Senate that the Federal income tax return of a corporation should be signed by its chief executive officer.
Corporate Fraud Accountability Act of 2002 - Amends Federal criminal law to establish a maximum 20-year prison term for tampering with a record or otherwise impeding an official proceeding.