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Effectiveness of new corporate laws still unclear

Professors and business officials from around the country gathered on campus Friday to discuss the Sarbanes-Oxley Act, the law that changed the way corporations disclose their finances to the federal government.

A symposium titled "In the Wake of Corporate Reform: One Year in the Life of Sarbanes-Oxley - A Critical Review" examined the act but also focused on problems it has caused. The act was passed in July 2002 after the Enron and WorldCom scandals.

Enron, a company that markets energy, filed for bankruptcy in December 2001 with $62.8 billion in assets. WorldCom, a phone service company, filed for bankruptcy in July 2002 with $107 billion in assets. It was the largest bankruptcy in the nation's history.

A group of 13 businessmen and professors met in the Eppley Center, each presenting their opinions about the effectiveness of the law to an audience of about 100.

Hugh Makens, a partner of law firm Warner and Norcross & Judd, spoke about the law's impact as being revolutionary in a market that's been dishonest.

"Effectively, the market system for the last few years has been somewhat a fraud," Makens said. "'Big Brother' has arrived on the scene and we are going to tell you how to do things."

The law was developed to protect investors by improving the accuracy and reliability of corporate financial disclosure through security laws. In addition to businesses, the laws also affect lawyers and accountants and contain separate sections directed at each.

University of Illinois Professor Larry Ribstein spoke about a portion of the law devoted to the professional responsibilities of lawyers. The law requires attorneys to report evidence of fraud to the government.

Because of their close involvement in the disclosure process, Ribstein said lawyers and accountants were partially to blame in the Enron and WorldCom scandals.

"Lawyers cannot be left to govern themselves," he said.

Makens said Sarbanes-Oxley is a complex law that is running into trouble with interpretation of the wording and meaning behind it. He said the essence of the law is supervision, but it's how the supervision should be implemented that's causing confusion.

"The making of laws is compared to the making of sausage; you don't want to see either one made," Makens said.

The information corporations must disclose to the government is not easy to read from the act, Makens said. Corporations fall under a category Makens calls the "KISS," or "Keep it simple, stupid," principle when disclosing their finances.

Makens said corporations such as Enron were able to hide a large amount of debt and liability by being vague in their language in reports to the government.

University of Buffalo Professor David Westbrook said there was a need for more guidelines to help sort through the interpretations of the law.

"Securities laws are efforts to stop future crises," he said. "We need faith in clear language on what must be disclosed."

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