A group of lawmakers today will introduce narrowly targeted legislation to reform the 2002 Sarbanes-Oxley corporate accountability law — but many lobbyists are urging caution, even though the business world has vilified the act for years.
The Big Four accounting firms object to changes that could have a negative impact on their bottom lines. And financial services and other big business interests fear that any cures, especially from a Democratic Congress, could be worse.
“One of the most noteworthy developments is the lack of any clarion call to rewrite Sarbanes-Oxley,” said Democratic lobbyist Jeff Peck, a partner with Johnson, Madigan, Peck, Boland & Stewart. Peck represents Big Four accounting firm Deloitte & Touche as well as the Committee on Capital Markets Regulation, which includes investors, corporate officials, academics and accounting firm representatives. “The Committee on Capital Markets Regulation did not call for statutory change, and the big accounting firms are not calling for statutory change.”
Reps. Gregory Meeks (D-N.Y.) and Tom Feeney (R-Fla.) are introducing a bill today that would change certain Sarbanes-Oxley requirements from mandatory to voluntary for smaller public companies. Sen. Jim DeMint (R-S.C.) is expected to introduce a similar measure in the Senate.
Meeks said that his bill, which is similar to one introduced in the 109th Congress but more expansive this time, also would change regulations on audits so that more accounting firms, other than the Big Four, could do internal audits to create more competition and lower prices for audit clients.
“The Big Four are not for this legislation,” Meeks said. “They like having the exclusive.” Meeks cautioned that his bill would be an extremely narrow “fix” and not a major overhaul of the law.
But even the U.S. Chamber of Commerce — which this week launched a wide-ranging campaign calling for a variety of regulatory reforms — has shied away from asking for a legislative change to Sarbanes-Oxley and is instead pressing for regulatory action, said the chamber’s chief operating officer, David Chavern.
The concern is that a bill to change the law could end up as a vehicle for House Financial Services Chairman Barney Frank (Mass.) and other Democrats to cap executive pay and add on other measures. “Certainly, any time you reopen, somebody could do something to make it worse,” Chavern explained.
One GOP financial services lobbyist said that when it comes to unburdening corporations of some of the Sarbanes-Oxley regulations, companies “have to be careful what they ask for. There is a little bit of hesitation by the business community. Once you open a bill up, every amendment becomes germane. Who’s to say there wouldn’t be an amendment on executive compensation?”
Feeney said the bill is an attempt to “rescue corporate America from some of the excesses” of Sarbanes-Oxley, though he acknowledged that any reform legislation could give Democrats an opening to add amendments that the business community opposes. But, he said, for the most part business groups have embraced his approach. “All these folks are now acknowledging that we need a fix,” he said. “They differ in who should fix it and differ on how the fix ought to be.”
Terry Haines, a partner with Buchanan Ingersoll & Rooney, was chief counsel and staff director for the House Financial Services Committee when it wrote and passed the Sarbanes-Oxley bill. “You’re going to have to give some to get some,” he said. “If Sarbanes-Oxley were reopened, it would also open the door to all sorts of things the business community might not want. I don’t know if those who would want to change Sarbanes-Oxley are ready for that kind of debate.”
While very few groups are pushing for a major revamp of the law, the conservative Free Enterprise Fund has made it a priority.
“We want a wholesale change to Sarbanes-Oxley, legislatively,” said the group’s policy analyst, Marco DeSena. “We believe the regulators won’t and cannot do what is necessary to scale this back enough. They’ve had years to do that.”
He said that view definitely is not shared by the accounting firms. Accounting firms benefit from Sarbanes-Oxley because the law requires public companies to employ two accounting firms, DeSena said. “It’s a bonanza for them,” he said. “It creates tons of business. They’re logging hours, they’re checking everything. They’re not going to call for change; they love it.”
Peck, who counts an accounting firm among his clients, says it’s not that simple.
“There is no political will to dramatically rewrite Sarbanes-Oxley because the wounds from the corporate scandals a few years ago are not fully closed,” he said.