The Sarbanes-Oxley Act of 2002 is the most important federal securities legislation since the New Deal. This landmark legislation mandates significant reform in all aspects of the financial reporting and disclosure system, and imposes new duties on the participants in that system. The Act also created the Public Company Accounting Oversight Board and gave it broad powers to set auditing standards for accounting firms that audit public companies

In this context, Congress directed the SEC to adopt rules increasing the accountability of senior management, improving the quality of financial reporting, and raising legal and ethical standards for the gatekeepers of the financial system, such as analysts, auditors, audit committees, management, and attorneys.

The Sarbanes-Oxley Manual: A Handbook for the Act and SEC Rules contains detailed discussion of the extensive SEC rulemaking that filled in the statutory framework, as well as a discussion of the statutes themselves. The Manual also looks at the legislative history, as well as subsequent SEC staff interpretations. In addition, it examines court decisions interpreting various provisions of the Act.

Among the many topics examined in the Manual are provisions governing: audit committees, auditor independence, the certification of financial statements, insider reporting, the composition, rules and standards of the PCAOB, attorney professional responsibility, analyst conflicts of interest, whistleblower protections, and internal control over financial reporting. The Manual also includes, following the chapter discussion, an appendix containing the complete law text.

The Third Edition includes a new chapter on the international implications of Sarbanes-Oxley. It also features expanded discussion of internal controls, including the recently-issued PCAOB Auditing Standard No. 5 and the SEC痴 management guidance. Other new coverage includes analysis of court decisions on such issues as the constitutionality of the PCAOB (see ｶ201), forfeiture of bonuses and profits under Section 304, certification liability under Section 302, the Section 308 Fair Funds provision, and the Section 804 limitations period.