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The Sarbanes-Oxley Act of 2002

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compliance with Section 404 have exceeded costs in 2006, only 22 percent<br />

agreed.<br />

<br />

Foley & Lardner Survey (2007): This annual study focused on changes in the<br />

total costs <strong>of</strong> being a U.S. public company, which were significantly affected by<br />

SOX. Such costs include external auditor fees, directors and <strong>of</strong>ficers (D&O)<br />

insurance,<br />

board<br />

compensation,<br />

lost<br />

productivity,<br />

and legal<br />

costs. Each <strong>of</strong><br />

these cost<br />

categories<br />

increased<br />

significantly<br />

between<br />

FY2001 and<br />

FY2006.<br />

Nearly 70% <strong>of</strong><br />

survey<br />

respondents<br />

indicated<br />

public<br />

companies<br />

with revenues<br />

under $251<br />

million should<br />

be exempt<br />

from SOX<br />

Section 404.<br />

Butler/Ribstein<br />

(2006): <strong>The</strong>ir<br />

book proposed a comprehensive overhaul or repeal <strong>of</strong> SOX and a variety <strong>of</strong><br />

other reforms. For example, they indicate that investors could diversify their stock<br />

investments, efficiently managing the risk <strong>of</strong> a few catastrophic corporate failures,<br />

whether due to fraud or competition. However, if each company is required to<br />

spend a significant amount <strong>of</strong> money and resources on SOX compliance, this<br />

cost is borne across all publicly traded companies and therefore cannot be<br />

diversified away by the investor.<br />

<br />

A 2011 SEC study found that Section 404(b) compliance costs have continued to<br />

decline, especially after 2007 accounting guidance.<br />

Page 27 <strong>of</strong> 208

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