Two-and-a-half years after Congress passed the most sweeping corporate reforms since the Great Depression, trade groups are maneuvering to revise them, arguing that they are too...
WASHINGTON — Two-and-a-half years after Congress passed the most sweeping corporate reforms since the Great Depression, trade groups are maneuvering to revise them, arguing that they are too expensive, too time-consuming and too much trouble for small businesses.
In recent weeks, industry coalitions including the American Bankers Association and the trade group AeA, formerly the American Electronics Association, have asked their members to gather complaints about costly requirements for tuning up their financial systems to help uncover fraud and mistakes.
The effort is part of a broader campaign to modify the Sarbanes-Oxley Act, passed in 2002 after financial blowups at Enron and WorldCom cost investors billions of dollars and exposed serious lapses in the way companies are governed.
Mutual-fund giant Fidelity Investments persuaded Sen. Judd Gregg, R-N.H., to insert language into a conference report in November on a fast-moving spending bill, directing the Securities and Exchange Commission (SEC) to justify a new rule that forces fund companies to appoint directors without ties to management.
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The U.S. Chamber of Commerce has hauled the SEC into court over the rule.
Separately, foes of a plan that would require companies to treat stock options as an expense — a move that could sharply cut reported profits at technology companies — vowed to blanket Congress and the SEC early this year to prevent its implementation in June. They will point to letters from 53 senators from both parties to help support their position.
“I am worried about push-back and the search for an opportunity to roll back parts of Sarbanes-Oxley,” SEC Commissioner Roel Campos said. “I think those efforts are misguided.”
Leaders of the push to revisit these issues say some of the measures went too far and have consequences their supporters never anticipated.
“This is not a corporate-America-pushing-back issue. There are problems here,” said David Hirschmann, a senior vice president at the U.S. Chamber of Commerce.
Congress passed the law, named after Sen. Paul Sarbanes, D-Md., and Rep. Michael Oxley, R-Ohio, to require CEOs to attest to the accuracy of corporate financial statements and companies to certify that controls were in place to prevent fraud.
Lobbyists and consumer advocates both say that persuading lawmakers to reopen broader debate on the complex legislation will be difficult.
For one thing, fresh disclosures continue to surface about fraudulent practices on Wall Street and in the insurance sector.
As a result, in the words of a technology-industry advocate, business interests are focusing with laser-like intensity on the negative effect the law has had on small businesses, which say they lack resources to pay multimillion-dollar audit fees.
Hirschmann said his group is polling its members and plans to present Congress and the SEC with several “technical corrections” to the law. The corrections would be akin to changes made in complex tax legislation after it is passed, he said.
“Why wouldn’t you doctor something as major as this?” Hirschmann said. “Did regulators really intend for companies to put off buying IT systems? Did they really intend to create an environment in which companies are putting off acquisitions in the fourth quarter?”
Officials at Fidelity, which is fighting the SEC’s mutual-funds chairman rule and a separate proposal to alter the way stock-market trades are conducted, said the regulatory pendulum has swung too far and swept up companies with clean records.
“There’s always been a healthy balance between what the government compels and what the market allows,” Fidelity general counsel Eric Roiter said last year. “We saw that balance was getting off-kilter.”
Representatives at the Consumer Federation of America and the AFL-CIO strongly supported the law and other measures to give shareholders more power or to prevent fraud. They say they are prepared to fight rollbacks.
For now, several key lawmakers, including Oxley, say that the chances of formally revisiting the massive law in its entirety are low.
Jesse Jacobs, a spokesman for Sarbanes, said opponents of other controversial business reforms, including legislation passed after the savings-and-loan crisis, never successfully introduced technical corrections.
“We believe the problem is not with the law,” Jacobs said. “It’s with the implementation. The SEC and the accounting oversight board have been more than willing to sit down and listen to concerns.”
The SEC already has budged, extending deadlines for complying with the new rules on financial safeguards after a torrent of complaints. There could be more concessions to come.
SEC officials announced two weeks ago they had formed an advisory committee to examine how small businesses disproportionately may bear costs of the changes.
The panel will forward its recommendations about rule changes to the agency, and possibly onto Congress, this year.
Consumer advocates say they are particularly concerned about attempts during the summer to thwart a plan to require companies to count stock options as an expense.
Those attempts were made even after Congress affirmed the independence of the Financial Accounting Standards Board, the group that is issuing the standard, in the 2002 law.
An anti-options expensing bill passed the House 312-111 but stalled in the Senate.
Jeff Peck, the lead lobbyist for technology companies that oppose options expensing, said his group will turn up the heat both on Capitol Hill and at the SEC early this year.