How to Limit Corporate Liability after Sarbanes-Oxley
The Sarbanes-Oxley Act (SOX) provides a legal model for running corporations of all sizes, regardless of whether they’re publicly traded and technically subject to SOX. The best legal minds agree that good liability-limiting governance after SOX requires corporations to do the following:
Evaluate your board members. After SOX, shareholders expect the directors who sit on the boards that run companies to be independent and financially literate.
Create the correct kinds of committees. After SOX, well-governed companies of all sizes break their board members up into audit committees, nominating committees, compensation committees, and maybe even disclosure committees.
Get good counsel for corporate officers. The legal trend is that chief executive officers (CEOs) and chief financial officers (CFOs) are held responsible for everything that appears on financial statements. CEOs and CFOs need good legal counsel inside and outside the company to help them ask questions and spot issues necessary to reasonably protect these officers from liability.
Set defensive communication standards. When a legal battle ensues, communications processes within the company are scrutinized. Establish clear communication procedures that reflect responsibility and accountability within the company.
Know the “hidden” risks to board members. Board members are responsible to shareholders and third parties that rely on the company’s financials. Even in small, private companies, board members can be sued by creditors and third parties that rely on the financial statements.
Know when to say “no” to a Section 404 auditor. Attorney opinions can be instrumental in cutting Section 404 costs in a company’s first year of Section 404 compliance. Attorneys can help cut costs in the Section 404 process by identifying areas in which legal liabilities and exposures are minimal.
Don’t treat whistle-blowers like whiners. Whistle-blowers are people who alert the company to breaches of internal policy and government regulations, and they must be treated with special care after SOX.
Know when to file an 8-K report. SOX Section 404 contains a list of seemingly routine events in the life of a corporation that call for the filing of an 8-K report. These events include (among many others) changes in management and loss of a major client. Know these triggering events.
Figure out whether your company needs an SAS 70 Form. Even small companies that technically don’t have to comply with SOX Section 404 may be asked to provide certifications about their internal control to their clients who do have to comply using this form.
Accounting Glossary
accounting equation
The equation Assets = Liabilities + Equity, which demonstrates the two-sided nature of accounting and is useful for explaining the concept of double-entry accounting (or double-entry bookkeeping).
Accounting Glossary
accounting period
The time period for which financial information is being tracked in a business, such as monthly, quarterly, or annually.
Accounting Glossary
accounts receivable
An account that records the amounts that customers owe to a business.
Accounting Glossary
adjusting entry
A correction made to a bookkeeping account that adjusts for accounting errors or other necessary changes at the end of the accounting period.
Accounting Glossary
cash flows
Used to describe the source or sources of cash or how cash is used.
Accounting Glossary
Chart of Accounts
A list of all the accounts used by a business, including what types of transactions go into each account.
Accounting Glossary
debit
An accounting entry that increases an asset or expense account, and decreases a liability or income account.
Accounting Glossary
dividends
A portion of a company’s profits paid by share of common stock on a quarterly or annual basis.
Accounting Glossary
FASB
Financial Accounting Standards Board. FASB is the highest-ranking authority in the private (non-government) sector of the U.S. for making pronouncements on GAAP and for keeping accounting standards up-to-date.
Accounting Glossary
Federal Unemployment Tax
In the U.S., the fund that used to be known simply as Unemployment. Employers contribute to the fund, and states also collect taxes to fill their unemployment fund reserves. (The acronym FUTA means Federal Unemployment Tax Act.)
Accounting Glossary
fidelity bonds
A type of insurance — typically carried by employers for their employees — that helps guard against theft and reduce the risk of loss.
Accounting Glossary
FIFO
First-in, first-out. A method for costs of goods sold in which a business charges out product costs to cost of goods sold expense in the chronological order in which the goods were acquired.
Accounting Glossary
fungible
Describes a product that is interchangeable and virtually indistinguishable from another product.
Accounting Glossary
General Ledger
A summary of all of a business’s accounts and transactions.
Accounting Glossary
IASB
International Accounting Standards Board. The IASB (based in London) is the main authoritative accounting standards setter outside the U.S.
Accounting Glossary
Journals
The location in which bookkeepers keep records (in chronological order) of daily company transactions.
Accounting Glossary
LIFO
Last-in, first-out. A method for costs of goods sold that selects the last item you purchased first, and then works backward until you have the total cost for the total number of units sold during the period.
Accounting Glossary
LLP
Limited liability partnership. A legal structure that state laws offer to qualified professionals in which all the partners have limited liability.
Accounting Glossary
PC
Professional corporation. A legal structure that state laws offer to qualified professionals who otherwise would have to operate as an unlimited partnership liability.
Accounting Glossary
petty cash
A cash account that businesses keep on hand for unexpected expenses.
Accounting Glossary
revenue
Monies that are collected in the process of selling a company’s goods and services.
Accounting Glossary
salvage value
The amount that an asset is worth after it has been fully depreciated.
Accounting Glossary
statement of cash flows
A financial statement that summarizes a business’s cash inflows and outflows during an accounting period.
Accounting Glossary
transactions
Economic exchanges between a business or other entity and the parties with which the entity interacts and makes deals.
Accounting Glossary
worker’s compensation insurance
A type of insurance carried by employers that covers its employees in case they are injured on the job.
