Yes, Sarbanes-Oxley was the immediate and direct result of the Enron and WorldCom debacles, and it has surely changed how public companies operate as well as how CPA firms are permitted to advise and interact with them.
It is taking a while for companies to adapt to these changes as evidenced by the difficulty experienced by many trying to implement Section 404 required internal control procedures.
We are also beginning to see other, very deep changes in how public companies will be operating. I believe it is evident both in the SEC enforcement actions and lawsuits being brought by corporate investors and bondholders.
For example, last week, The Wall Street Journal reported that 10 outside directors for the former WorldCom have agreed in principle to pay $54 million to settle their portion of a class action lawsuit brought by the company's bondholders and shareholders. Of that $54 million, $18 million is supposedly being paid out of their own pockets and $36 million from the directors' liability insurers.
The settlement is from a suit filed in a federal district court that accused the former directors of a variety of securities law violations, including the approval of misleading statements on WorldCom's financial condition.
According to The Wall Street Journal, the agreement in principle is expected to state that these directors deny wrongdoing and that they are settling the case to eliminate the uncertainty and expense of further litigation.
What is so interesting about this reported settlement is the fact that the suit was brought against the outside directors and there was a belief by the plaintiffs that the directors could have easily discovered many of the accounting irregularities and frauds. In the past, suits like this were rarely successful. Obviously, it the report turns out to be true, the former outside directors at WorldCom weren't willing to roll the dice.
Both Sarbanes-Oxley and lawsuits such as this one indicate the radical transformation that is still occurring post-Enron/WorldCom. The days of selecting a set of outside directors friendly to the CEO and willing to act as a rubber stamp for a company's actions and decisions are gone. What you are going to see is a reluctance by many to serve on boards, demands for greater director liability insurance protection, and the increased use of CPA firms to act solely as financial advisers to boards.
The metamorphosis continues.
