Published: Oct 6, 2013
The Sarbanes-Oxley Shuffle
by L.A. Morris (Leslie Centanni)

(This is an archive written by the late Leslie Centanni. July, 2005)  I'm always looking for a job. I used to feel bad about it, until I realized most of us are. Even if it's just to see what's out there, or what other people do for a living. Also, I love it when people drop by my office, even if for no other reason than it distracts me from working. Greasing the wheels of communication by sharing tidbits of info or business gossip, offering advice, discussing politics, family, whatever, frankly makes the clock move and keeps me at my desk. Obviously, raking in scads of cash and making it to the penthouse suite isn't my passion. But to make my point on whatever subject, bend others to my view, and yell at idiot drivers... that's my idea of liberal living.

Now recently I've been learning firsthand about this Sarbanes-Oxley bill. Like all government documents, I figured it was just a big blast of hot air formed into a musty pile of useless paper. It meant nothing to me. But year-end financials are closing now, and the beancounters at corporate started jumping around like beans on a hot tin roof. This forced me to assume a position of passionate disinterest. Tearing myself away from more mundane duties, mostly out of annoyance, I did a little digging around to learn why this otherwise staid bunch was experiencing a weapons-grade panic attack. Having done so, I felt compelled to share my findings with a potentially uninformed, and likely equally disinterested, public.

Simply put, this law is supposed to make corporate bigwigs execute their fiscal responsibilities in an honest and above-board manner. Now, while you're laughing, consider the intended implication. No longer could some fatcat say, without impunity, "I didn't know I was getting rich off our unsuspecting investors!" and "The beancounters did it!" Gone are the days of hot-tubbing it on the sidelines while accountants, secretaries, and guys in the mailroom feed endless piles of paper to the dog and are grilled by the Fed. As a working stiff, I hate empty suits who indulge themselves at the expense of other's (my!) hard earned cash. Therefore, the Sarbanes-Oxley act got my full attention, which is really saying something, since I also hate legal documents, windbag lawyering, and anything financial that doesn't include a shopping list.

It's amazing how clear the window into an opportunist's soul when the long arm of the law is wielding the proverbial squeegee. I formed an immediate appreciation of the view afforded me by way of newly minted forms, processes and procedures created solely to ensure the covering of management's collective arses. Sarbanes-Oxley is being talked about in every meeting, on every conference call, in the lunchroom, the board room, elevators, stairwells, limos, and Jacuzzis. And if you listen closely, you can hear the hum of internal auditors and accountants as they work feverishly to avoid talking about it in jail.

After reading this bill, which has interesting tidbits if you can get past the who-begat-who parts, I thought that Sarbanes and Oxley must be the most apolitical guys on the Hill. In my romantic imaginings, they were just a couple of non-partisan scrappers, fighting side-by-side, doggedly united in their resolve to save our nation from fraud, blackmail, and common thievery everywhere. But a good look at their respective websites demonstrates that, while these two stalwarts might appear to be slugging it out in the foxholes of corporate America, political posturing is alive and well and can't be paid down.

For Paul Sarbanes, the nation's longest serving Senator in his 5th term, and Michael Oxley, serving his 11th term in the House of Representatives, co-authoring is not a bringing together of minds. It's a metaphor of collaboration that gives rise to the specter of rolled up shirtsleeves and late nights, that in reality merely lends itself to career pathing and preening of one's resume. Let me explain.

On Sarbanes website, no mention of Oxley is made until well into an explanation of the bi-partisan bill, which apparently resulted from Sarbanes "holding a series of comprehensive hearings" in his capacity a Chairman of the Senate Banking committee. Oxley receives this tepid nod: "The law is now known as the Sarbanes-Oxley Act, named for the principal sponsors of the legislation." In other words, Sarbanes appears to take sole credit for spearheading this action, which of course reflects his deep-rooted sense of ethics, while Oxley has been relegated to the role of a paralegal, advertiser, or more likely, stagehand.

On Oxley's website, he is slightly more generous, saying how "pleased" he was to work with Sarbanes to develop the Act. As chairman of the House Financial Services committee, he apparently "led an extensive investigation into the accounting scandals" at rogue companies that led to this action. Frankly, each gave me the impression that he was the leader, and the other guy was just helping out. What a sad, utterly predictable, state of affairs.

Regardless of the politics, however, the Act is now a Law. And since these two guys were lawyers in a previous life, you would not be surprised at the legal texting of their Act/Bill. Some of the highlights:

* Whoever knowingly alters, destroys, mutilates, conceals, covers up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede, obstruct, or influence the investigation or proper administration of any matter... shall be fined, imprisoned not more than 20 years, or both.
* Whoever knowingly and willfully... does not maintain all audit or review workpapers.. shall be fined, imprisoned not more than 10 years, or both.

Yowch!! Also, the signing officer of the financial reports (that's the boss, folks) is responsible for establishing and maintaining internals controls (there's all that damn paperwork), and must actually REVIEW the report (no more "I never saw that..") before they sign it.. or they will pay personally for any oversights. Now you know what has that otherwise staid bunch of financial overseers jumping out of their skins. The funny thing is.. corporate good guys are more nervous than bad guys, madly drilling the word COMPLIANCE, COMPLIANCE deep into our sub-dreams until we find ourselves auditing our kid's teacher's notes. It's kind of like my mom bringing a dozen forms of ID to the DMV, while an illegal alien brings nothing more than a leaf blower.

There's much, much more.. over 60 pages worth of small type, but the bottom line is this... the clay feet of the corporate muckety-mucks are getting pretty darn hot tramping around on the hot coals of fiscal responsibility.

And I, for one, am enjoying the show.

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