policy paper research assignment on a public policy/federal law of your choice(SOX). a formal research paper aimed at introducing and/or polishing your skills in the following: Public policy research – policy design, implementation, evaluation Understa

NBER WORKING PAPER SERIES

A LOBBYING APPROACH TO EVALUATING THE SARBANES-OXLEY ACT OF 2002

Yael V. Hochberg Paola Sapienza

Annette Vissing-Jorgensen

Working Paper 12952 http://www.nber.org/papers/w12952

NATIONAL BUREAU OF ECONOMIC RESEARCH 1050 Massachusetts Avenue

Cambridge, MA 02138 March 2007

We thank John de Figueiredo, Wei Jiang, Holger Mueller, Morten Sorensen, Cong Wang, Luigi Zingales and seminar participants at the European Central Bank, InterDisciplinary Center Hertzlia, Iowa State University, NBER Law and Economics Summer Meeting, New York University, Northwestern University, Norwegian School of Economics and Business, Securities and Exchange Commission, UNC - Duke Corporate Finance Conference, University of Copenhagen, University of Illinois Urbana-Champaign, University of Oregon, and Yale University for helpful comments and suggestions. We are grateful to Catherine Leblond and Che Banjoko for outstanding research assistance, to Cindy Alexander for assistance with SEC requests, to Kin Lo for provision of prior lobbying data, and to Yaniv Grinstein and Vidhi Chhaochharia for provision of governance data. The views expressed herein are those of the author(s) and do not necessarily reflect the views of the National Bureau of Economic Research.

© 2007 by Yael V. Hochberg, Paola Sapienza, and Annette Vissing-Jorgensen. All rights reserved. Short sections of text, not to exceed two paragraphs, may be quoted without explicit permission provided that full credit, including © notice, is given to the source.

A Lobbying Approach to Evaluating the Sarbanes-Oxley Act of 2002 Yael V. Hochberg, Paola Sapienza, and Annette Vissing-Jorgensen NBER Working Paper No. 12952 March 2007 JEL No. G3,G34,K22

ABSTRACT

We evaluate the net benefits of the Sarbanes-Oxley Act (SOX) for shareholders by studying the lobbying behavior of investors and corporate insiders to affect the final implemented rules under the Act. Investors lobbied overwhelmingly in favor of strict implementation of SOX, while corporate insiders and business groups lobbied against strict implementation. We identify the firms most affected by the law as those whose insiders lobbied against strict implementation, and compare their returns to the returns of less affected firms. Cumulative returns during the four and a half months leading up to passage of SOX were approximately 10 percent higher for corporations whose insiders lobbied against one or more of the SOX disclosure-related provisions than for similar non-lobbying firms. Analysis of returns in the post-passage implementation period indicates that investors' positive expectations with regards to the effects of the law were warranted for the enhanced disclosure provisions of SOX.

Yael V. Hochberg Finance Department Kellogg School of Management Northwestern University 2001 Sheridan Road Evanston, IL 60208-2001 y-hochberg@kellogg.northwestern.edu

Paola Sapienza Finance Department Kellogg School of Management Northwestern University 2001 Sheridan Road Evanston, IL 60208-2001 and NBER paola-sapienza@northwestern.edu

Annette Vissing-Jorgensen Finance Department Kellogg School of Management Northwestern University 2001 Sheridan Road Evanston, IL 60208-2001 and NBER a-vissing@northwestern.edu

Following the Enron/Arthur Andersen scandal in late 2001, the U.S. Congress came under increas-

ing pressure to pass legislation that would make it more difficult and costly for corporate insiders

to misrepresent company performance and divert resources for personal gain. Bills were introduced

in the House by Representative Michael Oxley on February 13, 2002, and in the Senate by Senator

Paul Sarbanes on May 8, 2002. The final bill, the Sarbanes-Oxley Act of 2002, was passed in the

House and Senate on July 25, 2002.

There are two main competing views about the likely impact of the Sarbanes-Oxley Act (SOX)

on shareholders. Proponents of the Act argue that it will lead to improved disclosure and corporate

governance, thereby reducing misconduct of insiders, and that these benefits will outweigh the costs

of compliance. Opponents argue either that SOX will be ineffective in preventing corporate wrong-

doing and/or that any benefits of SOX will not be large enough to outweigh the compliance costs

associated with it.

The central challenge to distinguishing between the two main views regarding the effect of

SOX is the lack of a control group of publicly traded firms unaffected by the legislation. In this

paper, we employ two approaches in an attempt to circumvent the lack of a control group of

comparable firms unaffected by SOX. Our methodology follows from the procedural process used

in the implementation of the SOX legislation.

Following the passage of SOX in 2002, Congress delegated the drafting and implementation of

the principles outlined by SOX to the Securities and Exchange Commission (SEC). The various

sections of SOX were divided into separate rules by the SEC, which then solicited public comments

regarding its proposing rule releases, prior to drafting the final adopting releases. Letters to the

SEC commenting on the proposed rule releases were made publicly available on the SEC web site

or through its public reference office.

Following the main compliance-related titles of SOX, we classify the rules on which the SEC

solicited comments into groups, focusing on three major sets of rules: provisions related to enhanced

financial disclosure (including the much discussed Section 404 assessment of internal controls),

provisions related to corporate responsibility, and provisions related to auditor independence. Our

first approach to evaluating the effect of SOX on shareholder value is to classify the nature of

comment letters submitted to the SEC by individual investors and investor groups. We document

that based on their letters to the SEC, individual investors were overwhelmingly in favor of strict

implementation of SOX, across all three categories of proposed rules. Importantly, lobbying by

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investor groups such as pension funds and labor unions, who presumably are more sophisticated

than individual shareholders, was equally supportive. These findings allow us to speak to the

perceived value of SOX for shareholders. To the extent that investors were sufficiently informed

and sufficiently sophisticated to evaluate the costs and benefits of SOX, these findings suggest that

SOX was perceived to be beneficial to individual investors and investor groups. This result stands in

stark contradiction to the conclusions of studies such as Zhang (2005), who argue that shareholder

reactions to SOX were unfavorable based on the price movement of the market as a whole.

To provide additional evidence on the value of SOX, our second approach utilizes the comment

letters sent to the SEC by and on behalf of corporate insiders. Our reading of these letters reveals

that an overwhelming majority of insiders in lobbying companies opposed strict implementation

of SOX, and argued strongly for delays, exemptions and loopholes in its implementation. While

lobbying by investors in favor of SOX is useful for distinguishing between the improved disclosure

and corporate governance view and the costly compliance view of SOX, lobbying by insiders against

strict implementation is not informative for this purpose in and of itself. Corporate insiders may

lobby against strict implementation of SOX both if SOX was expected to succeed in improving

disclosure and governance or if the dominant effect of SOX was expected to be its high compliance

costs.1

Lobbying by corporate insiders against strict implementation of SOX, however, can be used as

a proxy to identify companies more likely to be affected by the legislation (positively or negatively),

and thus allows us to circumvent the lack of a control group of firms unaffected by the Act. Under

the improved disclosure and governance view, these more affected firms will be those for whom

the governance gain will be greatest. If SOX provides a net benefit in the form of improved

disclosure and corporate governance for shareholders, companies whose insiders lobbied against

strict implementation of SOX should have higher cumulative returns than otherwise similar non-

lobbying companies in the period leading up to the passage of SOX, as the market adjusts its

expectations of future cash flows for these companies relative to their matched, less-affected peers.

Conversely, under the compliance cost view, where SOX is detrimental to shareholders because it

imposes costs that outweigh any associated governance gains, the more affected companies will be

those for whom the net costs are highest, and thus we would expect lobbyers to experience lower 1Under the improved disclosure and governance view, insiders lobby against strict implementation due to SOX’s

effect of reducing insiders’ ability to divert resources to themselves. Under the compliance cost view, insiders may lobby against SOX either because they choose to lobby in the interest of company shareholders, or because they anticipate a possible reduction in diversion of resources.

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cumulative returns than non-lobbyers.

One aspect of our research design, important for interpreting our findings, is that lobbying

of the SEC with regards to implementation of SOX primarily occurred after the passage of the

Act itself. For our identification strategy to be powerful, it must be the case that the market

could predict which firms would be most affected (and hence, which insiders would lobby against

strict implementation of SOX) based on ex-ante observable characteristics of firms. To validate

our empirical strategy, we provide direct evidence that lobbying was to some extent predictable

based on variables publicly observable at the start of our sample. Furthermore, an event study of

abnormal returns observed around the date of submission of a comment letter by a given company

indicates that there was no discernable market reaction to the submission of the letter, suggesting

that market participants were not surprised to see which firms lobbied.

Our portfolio analysis of returns reveals that during the period from February to July of 2002

leading up to passage of SOX, cumulative returns were approximately 10 percentage points higher

for corporations whose insiders lobbied against one or more of the SOX ‘Enhanced Disclosure’

provisions than for non-lobbying firms with similar size, book-to-market and industry characteris-

tics. Similarly, we find some evidence of higher cumulative returns for corporations whose insiders

lobbied against one or more of the SOX ‘Corporate Responsibility’ provisions and for corporations

whose insiders lobbied against one or more of the SOX ‘Auditor Independence’ provisions than for

comparable non-lobbying firms. Many firms who lobbied against strict implementation of the ‘Cor-

porate Responsibility’ or ‘Auditor Independence’ provisions, however, also lobbied against strict

implementation of one or more of the ‘Enhanced Disclosure’ provisions. We therefore proceed to

estimate the separate abnormal returns associated with each of the three categories by running

firm-level regressions. The results from our firm-level models imply a total abnormal excess return

of approximately 10 percent during the period leading up to the passage of SOX for firms whose

insiders lobbied against the ‘Enhanced Disclosure’ provisions, but a total abnormal excess return

of only 3 percent and 1 percent for firms lobbying against ‘Corporate Responsibility’ or ’Audi-

tor Independence’ provisions, respectively. These relative returns suggest that while investors did

not disapprove of the ‘Corporate Responsibility’ or ‘Auditor Independence’ provisions, the market

expected SOX to mainly benefit the firms most affected by provisions related to ‘Enhanced Dis-

closure,’ rather than those affected primarily by ‘Corporate Responsibility’ provisions or ‘Auditor

Independence’ provisions.

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In the second part of our analysis, we focus on the returns of lobbying and non-lobbying firms

during the period after the passage of SOX. If investors’ positive expectations regarding the overall

effects of SOX were warranted, one would not expect any differences between the returns of lobbying

and non-lobbying firms in the post-passage period. If, on the other hand, shareholders gradually

became aware that the measures introduced by SOX did not in fact result in higher earnings,

due, for example, either to a watering down of the rules during implementation or to higher than

expected compliance costs (for more affected firms in particular), then one should observe abnormal

negative returns for lobbying firms relative to non-lobbyers in the period following SOX passage

and until investor expectations settle at a new, less optimistic level. Our analysis of returns in

the post-passage period indicates that the returns for firms who lobbied against an ‘Enhanced

Disclosure’ rule were similar to the returns for their non-lobbying comparison group of firms, and

thus that the increase in relative stock price experienced by lobbying firms did not tend to reverse

during the post-passage period.

To further validate our reseach design, in the final part of our analysis, we repeat the study

of returns described above, replacing the lobbying firms with those firms who, based on ex-ante

characteristics, our probit model would predict would lobby. We find roughly similar results when

employing predicted lobbyers rather than actual lobbyers as the proxy for more affected firms.

In sum, our study documents, first, that investors expected SOX to more closely align interests

of insiders and shareholders; second, that (relative) returns during the period leading up to SOX

passage are consistent with the views of investors; and third, that investors’ positive expectations

may have been warranted, based on returns in the post-SOX period. Consistent with the arguments

presented by Coates (2006), our results indicate that in the eyes of public company shareholders,

the most important and effective provisions in SOX were the ‘Enhanced Disclosure’ provisions,

rather than the provisions related to ‘Corporate Responsibility’ and ‘Auditor Independence’.

An obvious shortcoming of a research design which compares more affected firms to less affected

firms, without having a comparable group of firms unaffected by the legislation studied, is that it

does not speak directly to the overall effect of SOX on the public equity market. We can say that

considering the full period from when serious discussions about the legislation first started in week

7 of 2002 and until the end of 2004 (well into the implementation phase of SOX), the stocks of more

affected firms (as proxied for by lobbying firms) outperformed those of less affected firms (proxied

for by non-lobbying firms). Based on our returns analysis alone, we cannot unambiguously say

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that the net benefit of SOX for either group is positive. However, we employ estimates of SOX

compliance costs and argue that the benefit to shareholders in the more affected (lobbying) firms

is likely to be positive. Furthermore, with the addition of two conservative assumptions, we argue

that the new benefit to shareholders in general is likely to be positive.

A second important caveat to our analysis is that we are not able to speak to the welfare effects

of SOX, but rather only to the law’s effects on shareholders of publicly listed companies at the start

of our sample. For example, our analysis cannot measure the overall welfare effect of changes in

the propensity to list or remain listed on U.S. markets due to SOX-related costs (Zingales (2006)).

In addition, we cannot rule out that insiders lost an amount equal to or greater than what outside

investors gained. Finally, we note that while our analysis suggests that shareholders expected

SOX to be value-increasing on average for publicly traded firms, the lobbying firms in our sample

are predominantly large, established organizations, and thus our returns analysis does not provide

specific conclusions as to the effect of SOX on smaller firms.

Our study is related to an emerging literature attempting to evaluate the effects of SOX. An

insightful review of this literature, which has not produced a general consensus on the effects or

value of the Act, is presented in Coates (2006). Zhang (2005) examines the reaction of the overall

U.S. stock market to legislative events leading to the passage of the Act. While Zhang (2005) finds

significantly negative returns around legislative events leading to the passage of SOX, these returns

might be due to other, confounding events unrelated to SOX. Rezaee and Jain (2003) also study

the aggregate market reaction to SOX, reaching the opposite conclusion of Zhang (2005).

As in our paper, other studies seek to circumvent the lack of a control group of unaffected firms

by use of alternative approaches or outcome variables. Cohen, Dey and Lys (2005) evaluate the

impact of SOX by examining changes in earnings management behavior and in the informativeness

of earnings announcements of firms around the passage of the Act. They find a decline in earnings

management activity following the passage of SOX. Engel, Hayes and Wang (2004) study firms’

going-private decisions and find a modest increase in the number of firms going private after the

passage of SOX. The paper closest to ours in approach is Chhaochharia and Grinstein (2005),

who study the announcement effect of SOX on firm value. To overcome the lack of an unaffected

control group, they sort firms into groups most and least compliant with certain proposed SOX

provisions in the pre-SOX period. Based on a comparison of these two groups, their study finds

a positive value effect associated with SOX for large firms, whereby firms that need to make the

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most changes in order to comply with the new rules outperform firms that require fewer changes

over the announcement period. Conversely, they find a negative effect for small firms. While

Chhaochharia and Grinstein (2005) study the perceived value of SOX for firms most affected by

certain specific provisions of the Act, our lobbying approach allows us to expand on their work

by examining shareholders’ views regarding the full spectrum of SOX’s provisions, as well as to

differentiate between the various categories of these provisions. Additionally, since our analysis

extends to the period after the passage of the law, we are also able to separate the perceived effects

of the Act as passed in Congress from the net effects resulting from the actual implementation of

those rules.

Our paper is also related to a growing literature that uses the lobbying activities of corporations

to examine the impact of regulation. King and O’Keefe (1986) examine the relationship between

corporate lobbying and trading activities of corporate insiders surrounding proposed accounting

standards that require firms to expense oil and gas exploration expenditures associated with dry

holes. A more closely related study is that of Lo (2003), who examines the economic consequences of

the 1992 revision of executive compensation disclosure rules using a lobbying approach quite similar

to that employed in this study. Lo (2003) finds, in support of the value of increased disclosure,

that corporations whose insiders lobbied the SEC against the proposed regulation had positive

excess stock returns of about 6% over the 8-month period between the SEC’s announcement that it

would be pursuing reform and the adoption of the proposed regulation. In addition to addressing

a different reform, a key difference between Lo (2003) and this study is that we study not only

the opinions of corporations who lobby the SEC, but also the views of non-investor groups and of

individual investors and investor groups.

The remainder of this paper is organized as follows. Section I presents an overview of the

Sarbanes-Oxley Act, the time line of its adoption, and the role of lobbying in the design of the

resulting rules. Section II details our hypotheses and research method. Section III presents and

our empirical findings. Section IV discusses the interpretations and implications of our findings.

Section V concludes.

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I. The Sarbanes-Oxley Act Of 2002

A. The Legislative Time-Line

The collapse of Enron in October 2001, followed by the subsequent exposure of a string of accounting

and governance scandals at Qwest Communications, Global Crossing, Worldcom, Adelphia and

Tyco in the spring of 2002, triggered a flurry of legislative proposals to reform corporate business

practices and improve accounting and governance systems for publicly traded companies.

The Sarbanes-Oxley Act resulted from the combination of reform bills introduced by Senator

Paul Sarbanes, Democrat of Maryland, and Representative Michael Oxley, Republican of Ohio,

in the Senate and House, respectively. Representative Oxley’s reform bill was first introduced in

the House on February 13th, 2002. Oxley’s bill was passed in committee on April 16th, 2002,

and was subsequently passed in the House on April 24th, 2002. In May of 2002, the Sarbanes

reform bill was circulated in the Senate Banking Committee, which passed the bill on June 18th,

2002. The full Senate began debate on Sarbanes’ bill on July 8th 2002, and passed the bill with

overwhelming support on July 15th, 2002. On July 19th, 2002, the House and Senate formed a

conference committee and began negotiations to merge the two bills. The final legislative bill, to

be known as the Sarbanes-Oxley Act of 2002, was passed in Congress on July 25th, 2002, and was

signed into law by the President on July 30th of that year.

SOX directed the SEC to immediately begin rule-making activities, and the SEC commenced

such action in late August 2002. SOX-directed rule making activities continued throughout 2003

and into the beginning of 2004. The major rule-making activities were completed by June 2004.

B. The Content of the Act

The Sarbanes-Oxley Act established the Public Company Accounting Oversight Board (PCAOB)

and laid out new rules for and restrictions on corporations, corporate directors and auditors. The

Act is arranged into eleven titles.

The first four titles of the Act are the most relevant for issues of public company compliance.

Title I of the Act establishes the PCAOB, which is charged with overseeing and registering public

accounting firms and establishing standards related to auditing and internal controls. Title II of

the Act covers issues related to auditor independence, and places restrictions on public accounting

firms with regards to the provision of non-auditing services, as well as mandating periodic rotation

of the coordinating and reviewing auditing partners. Title III of the Act deals with corporate re-

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sponsibilities, including the independence of the auditing committee, improper influence on conduct

of audits, executive certification of financial reports, penalties related to financial restatements, and

rules of professional responsibility for attorneys. Title IV of the Act deals with enhanced financial

disclosure, including disclosures in periodic reports, enhanced conflict of interest provisions, disclo-

sure of transactions involving management or principal stockholders, the disclosure of the existence

of an audit committee financial expert, and the much-discussed management assessment of internal

controls.

The remaining titles of the Act primarily deal with issues unrelated to compliance by publicly

traded firms, or set out criminal penalties and as such were (with two exceptions noted below) not

subject to interpretation and implementation by the SEC. Title V of the Act deals with analyst

conflicts of interest, Title VI deals with SEC resources and authority, and Title VII with studies

and reports. Title VIII of the act deals with corporate and criminal fraud accountability, and Title

IX with white collar crime penalty enhancements. Title X deals with the signing of corporate tax

returns by chief executive officers, and Title XI with definitions of corporate fraud and account-

ability. Of these remaining titles only Title VIII, section 802, on criminal penalties for altering

documents and Title IX, Section 906, on corporate responsibility for financial reports generated

SEC rule-making. We group SEC rules related to Sections 802 and 906 with those related to Title

III since they cover similar topics. Due to the SEC’s lack of rule-making activities with regards to

Title V, VI, VII, X and XI, we do not deal directly with these Titles of the Act.

We classify the rule-making activities of the SEC with regards to Titles I through IV of SOX

into three broad categories. Rule-making activities related to auditor independence, Title II of

SOX, are classified as ‘Auditor Independence’ rules. Rule-making activities related to corporate

responsibilities, Title III of SOX, are classified as ‘Corporate Responsibility’ rules. Rule-making

related to issues of enhanced financial disclosure and the PCAOB, Titles IV and I of SOX, are clas-

sified as ‘Enhanced Financial Disclosure’ rules. We include Title I, which establishes the PCAOB,

in the ‘Enhanced Disclosure’ rules category due to the close overlap between the PCAOB’s respon-

sibilities and rule-making and the disclosure items mandated in Title IV. Indeed, a significant part

of the PCAOB’s purpose is to determine and regulate the standards for the enhanced disclosures

mandated by Title IV.2

In conjunction with the federal legislation, the major stock exchanges produced their own 2All our reported results are robust if the rules relating to Title IV are analyzed separately from those relating to

the PCAOB.

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governance-related listing requirements. In February of 2002, the SEC called on the major stock

exchanges to review their governance requirements. NYSE’s and NASD’s boards adopted gover-

nance proposals and submitted them to the SEC for approval. The SEC solicited public comment

on these proposals, and upon reviewing the comments, approved the NYSE and NASD propos-

als with some modifications. We include SEC rule-making related to the governance and listing

standards of the NYSE and NASDAQ exchanges in the ‘Corporate Responsibilities’ category.

Additionally, contemporaneously with SOX rule-making, the SEC issued a number of proposed

rules on disclosure-related issues which were either adopted or replaced by a SOX mandated rule.

Due to the topics of these rules, they are included in the ‘Enhanced Financial Disclosure’ category.3

In the fall of 2003, the SEC proposed one further rule related to corporate responsibility, which

was not part of SOX, and which eventually was not implemented. This rule relates to nominations

of directors by security holders. We tabulate letters for this rule in Appendix A, but subsequently

leave out firms that lobbied for or against this rule from our sets of lobbying and non-lobbying

firms since the rule was not implemented.

C. The Role of Lobbying in the Design of the Rules

The Sarbanes Oxley Act is a statute, and as such, can only be changed by another Act of Congress

or by a court that rules it unconstitutional. As Congress was well aware of the lengthy time-line

required to perpetuate new or amended legislation, SOX mainly consisted of principles. The rules

and enforcement actions by which these principles are implemented were left to be set by the SEC,

which can respond rapidly to feedback and update the rules as needed (Coates (2006)).

Section 3A of the Sarbanes-Oxley Act grants authority to the Securities and Exchange Com-

mission to “promulgate such rules and regulations, as may be necessary or appropriate in the

public interest or for the protection of investors, and in furtherance of this Act.” The SEC started

rule-making activities in August 2002. The rule-making activities directed by SOX continued into

2003 and 2004. The SEC took public comments into consideration when drafting the final rules,

and indeed, shareholders, corporations and others could and did influence how strictly SOX was

implemented.

After the passage of SOX, the relevant sections of each title were broken down and drafted in

a proposing release, which was then circulated by the SEC for public comment. At the end of the

comment period, the SEC drafted and approved a final adopting release for each rule. In Appendix 3All our reported results are robust to exclusion of these rules.

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A we classify and briefly describe all of the SOX-related rules proposed by the SEC. We report

the date of the proposing release, the date of the adopting release, the related SOX section, and

whether the rule was adopted with or without amendments and further restrictions.4

For each of the proposed rules, the SEC solicited public comments that were to be submitted to

the SEC after the proposing release date by a specific deadline prior to the adopting release date.

Comment letters submitted to the SEC by electronic means are made available to the public on

the SEC website. Comment letters submitted in paper form were made available through the SEC

public reference section. In Section III, we describe the content of the letters submitted to the SEC

in detail.

The major event window we employ to understand the perceived value of SOX is the time

period leading to the approval of the Sarbanes-Oxley Act. Our event window starts on February

8, 2002, and ends on July 26, 2002. The first week of our event window leading up to SOX passage

is thus the week that includes February 13, 2002, when Oxley’s bill was introduced in the House

and the SEC announced that it intended to propose several rules designed to improve disclosure

and governance. The last week of the window includes July 25, 2002, when Congress passed the

law.5 Because most of the rule making activity is concentrated after the passage of the Act (after

July 25th, 2002), the event window allows us to separate the perceived effect of the law from the

information potentially generated by the submission of comments to the SEC.

To understand the effects of SOX as implemented, as opposed the perceived effects of the bill

as passed by Congress, we also examine the period following the passage of the Act, from July

26th, 2002, to the end of 2004. By examining returns for lobbying and non-lobbying firms in the

post-passage period, we can assess the net effect of the final SOX rules, given the strictness and

effectiveness of the implementation, and the costs of compliance associated with such.

II. Hypotheses and Research Method

There are two competing views of the likely impact of SOX. The view on which Congress based

the act is that SOX would improve disclosure and governance, thereby decreasing misconduct by

corporate insiders and increasing value for shareholders above and beyond the associated costs of 4Three of the proposing releases that we list as releases generated by SOX were issued before the actual passage

of the law. These are cases where the content of the SEC’s proposed rule subsequently was mandated by SOX and adopted as such, or where the SEC’s proposed rule was augmented by a subsequent release under SOX and adopted as such.

5While the president only signed the law on July 30, 2002, presidential approval was viewed as a foregone conclusion once the Act was passed in Congress.

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compliance. Under this positive view of the act we would expect the following:

1. Lobbying: Shareholders should support SOX, while corporate insiders should oppose it.

2. Returns during the period leading up to passage of SOX: In the cross-section of firms, returns

should be higher for more affected firms.6

The improved disclosure and governance view of the Act also predicts that, on average, across

firms, returns during the period leading up to passage should be abnormally positive (relative to

a set of firms with no news about disclosure and governance), and average operating performance

should improve in the post-SOX period. Given the lack of a control group of (comparable US)

firms not impacted by SOX, these additional predictions are impossible to test, as they cannot be

distinguished from aggregate shocks unrelated to SOX.

The alternative view of SOX is that the main impact of SOX would be to impose large compli-

ance costs on firms with a negative net effect of the act on shareholder value. This view is based

on the prior that SOX would be ineffective in diminishing any misconduct, and that compliance

costs would be sufficiently large to outweigh any benefits. Proponents of this view would argue

that private markets already lead to the shareholder value maximizing disclosure and governance

structure, and that government interference leads to sub-optimally large amounts of resources being

spent on disclosure and governance issues. Under the compliance cost view, one would expect the

following:

1. Lobbying: Shareholders should oppose SOX. Corporate insiders should either oppose it (if

they are acting on behalf of shareholders or if SOX has some ability to reduce insider mis-

conduct), or be indifferent to it (if SOX is ineffective in reducing insider misconduct).

2. Returns during the period leading up to passage of SOX: In the cross-section of firms, returns

should be lower for more affected firms.

The compliance cost view also has predictions about the average effect of SOX across firms.

Returns during the period leading up to passage should be abnormally negative (relative to a set of

firms with no news about disclosure and governance), and operating performance should be worse 6As the probability of legislation went from zero to one, the price of a given company should gradually move

upward from P to P + ∆Psox where ∆Psox is the present value of the increase in dividends due to SOX. If ∆Psox

P

differs in the cross-section, firms with large values will be observed to have abnormally good returns over this period.

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in the post-SOX period. Once again, given the lack of a control group of firms not impacted by

SOX, these predictions are impossible to test.

From the above, it is clear that studying lobbying behavior is informative about the average

effect (across companies) of SOX on shareholders. The views of shareholders are particularly

informative, while lobbying by corporate insiders against SOX contains less direct evidence about

SOX’s average effect on shareholders, since insiders should oppose SOX under both the improved

disclosure and governance view and the compliance cost view. Lobbying by insiders is however still

useful for distinguishing between the two views of SOX, under the assumption that insiders are more

likely to lobby in firms more affected (positively or negatively) by SOX. Under this assumption,

firms can be split into groups based on whether the insiders lobbied against SOX or not, and this

split can be used to test the cross-sectional predictions regarding returns during the period leading

up to passage of SOX.

One aspect of our research design is important for interpreting our findings. The majority

of lobbying occurs after the passage of SOX in congress on July 25th, 2002. Our approach to

testing the predictions for stock returns during the period leading up to passage will therefore only

be powerful if (i) shareholders were aware which types of firms were likely to lobby, and (ii) the

relationship between lobbying and returns is causal.

In our analysis, we will provide three pieces of evidence to demonstrate (i) above. First, we

examine the extent to which lobbying is predictable based on variables known at the start of our

sample. Second, we conduct a firm level event study of returns for lobbying firms around the date

of submission of a letter to the SEC. To the extent that lobbying is to some extent predictable, and

the event study reveals no abnormal returns, these tests provide support for our research design and

the interpretability of our findings. Third, to the extent that our analysis does reveal differences in

the returns over the leadup period for lobbying and non-lobbying firms, this will provide evidence

in and of itself that our assumption is reasonable.

While the reverse causality concern raised in (ii) is potentially a problem, our research design

allows us to speak to this issue. Reverse causality in our setting would imply that good returns

caused insiders to lobby. However, any such effect would not predict a significant differential in

the excess returns of lobbying firms (over and above similar non-lobbyers) when comparing the

pre- and post-passage periods. To the extent that excess returns of lobbyers differ in the pre- and

post-passage period, this suggests that causality goes in the direction we assume, i.e. that being

12

more affected by SOX leads to excess returns, rather than it being simply the case that better (or

worse) performing firms tend to lobby, without neccesarily being more affected by the legislation.

A significant differential in the pre- and post-passage excess returns of lobbyers will thus validate

our research design.

It is worth noting that while this approach can be used to help resolve the causality concern in

our return analysis, we cannot use a similar approach to examine changes in operating performance

for lobbying and non-lobbying groups in a causal fashion: while return data is available on a weekly

basis, operating performance is only available to us on an annual basis, and thus does not allows

us to examine whether there is a kink in performance around the date of SOX passage. Following

the presentation of our findings on lobbying and returns, we will return to the question of what we

can learn from an analysis of operating performance in this setting.

A natural question that arises if indeed lobbying is predictable, is why we should choose to use

lobbying as a proxy for more affected firms, rather than simply using the variables that predict

lobbying. There are two central advantages to a research design that employs lobbying rather than

its predictors. First, lobbying is likely a stronger proxy for being more affected than the predictors

of lobbying alone. By employing the predictors instead of lobbying itself, the researcher is limited to

a few observable variables that likely do not fully capture many of the aspects of a firm’s structure

or management that may cause it to be more affected by SOX (and which may be known to the

market). We cannot as econometricians observe the state of a firm’s internal controls, nor many

aspects of its governance or management. Indeed, while we will demonstrate that lobbying is to

some extent predictable, it is clear from our results in the following section that a substantial

amount of the variation in lobbying is not driven by variables observable to us.7 Lobbying, on

the other hand, is in essence revealed preference, and therefore is likely to capture many more of

these aspects of the firm. Second, some characteristics will tend to predict lobbying against all

the different categories of SOX-related rules. Using predictors rather than actual lobbying would

therefore make it difficult to distinguish the relative benefit of the various subsections of SOX.

In contrast, lobbying can be observed at the individual rule level, thus allowing the researcher to

distinguish between shareholders’ reactions to different aspects of SOX. Nonetheless, we will provide

supplementary results analyzing the returns of firms that would be predicted to lobby based on

their ex-ante observable characteristics, regardless of whether or not they actually lobby. Similar 7In contrast, it is reasonable to assume that shareholders were able to observe more information in real-time than

we as econometricians can observe, and therefore that they were better able to predict lobbying than our models can.

13

patterns in returns for these firms in the pre- and post-passage periods will lend further support to

our research design.

III. Results

A. Opinions of Letter Writers

The opinions of commenters are tabulated in Table I. Overall, our study is based on 2689 letters.

Panel A shows how the letters are distributed across various types of letter writers. Of the 2689

letters, 793 are from corporations (or more precisely, from corporate managers or directors). 253 are

from non-investor groups such as the Business Roundtable and the American Society of Corporate

Secretaries. 275 of the letters are from investor groups, typically pension funds (including union

pension funds), and 553 are from individuals. The remaining 815 letters are from accountants

(individuals and groups), lawyers (individuals and groups), academics, or others (mainly church

groups and governments). Around 92 percent of the letters were submitted after July 25th, 2002,

the date of the passage of the Act, with 34 percent submitted in the remainder of 2002, 48 percent

submitted in 2003 and 10 percent submitted in 2004.

We classify the letters into three categories. Letters classified as “Positive” are those who

favored the rule commented on, or who called for stronger measures than those stated in the SEC’s

proposing release. Letters classified as “Negative” are those who opposed the rule commented on,

or argues for delays or exemptions in its implementation. The last category, “Neutral”, is used

for letters which commented on several of the sub-provisions in a particular proposing release and

where the commenter was positive on some sub-provisions and negative on others. A small number

of letters which were difficult to classify are also included in the neutral category.

The top panel of Table I shows for each type of commenter, and across all rules, the total

number and percentage of positive letters, neutral letters, and negative letters. It is clear that

individuals and investor groups were overwhelmingly in favor of the SOX provisions. 78 percent

of letters from individuals and 88 percent of letters from investor groups were in favor of the rule

commented on. An important feature of comment letters from individual and investor groups is

that the opinions expressed are not specific to a particular firm. In other words, the letters most

likely state the letter writer’s view of the average effect of the particular provision across stocks,

as opposed to its effect on an individual firm. Of course, it is possible that some individuals may

be motivated by particularly poor disclosure/governance for a particular firm whose stock they

14

own. However, since the provisions of SOX apply to all publicly traded firms, it seems fair to

consider opinions expressed as views about the total set of stocks the investor/investor group holds

or intends to hold in the future. Under this assumption, the positive views expressed by the vast

majority of individual investors and investor groups provide support for the improved disclosure

and governance view of SOX.

The remainder of Table I tabulates opinions by the rule and major rule category commented on.

We first present results for the major rule category ‘Enhanced Financial Disclosure and PCAOB’

(SOX Title IV and I)8, then turn to the results for ‘Corporate Responsibility’ (SOX Title III) and

last the results for ‘Auditor Independence’ (SOX Title II). The ‘Auditor Independence’ rule gener-

ated much fewer comments, the majority of which were submitted by accountants and accounting

firms.

Approximately 80 percent of both individual investors and investor groups wrote in favor of the

‘Enhanced Disclosure’ rule they were commenting on, with similar results for individual investors

and investor groups that comment on a ‘Corporate Responsibility’ rule. Investors thus appear to

view both the disclosure and governance provisions of SOX as being value increasing, even after

any compliance costs borne by shareholders. Investor groups who lobbied were overwhelmingly in

favor of the ‘Auditor Independence’ rules, while the few individuals who commented on these rules

were more divided.

The opinions of corporations and of non-investor groups contrast starkly with those of investors.

Across all rules, 82 percent of letters written by corporations (corporate managers or directors) and

72 percent of letters written by non-investor groups argued against the rule they commented on.

Roughly similar percentages of letters from corporations and non-investor groups express negative

views about the rules in all three individual categories of SOX provisions.

Since both the improved disclosure and governance hypothesis and the compliance cost hypoth-

esis predict that insiders should lobby against SOX, alternative theories are required to explain the

7 percent of corporations and 17 percent of non-investor groups who lobbied in favor of the rule

commented on. At least one CEO of a large publicly traded firm has stated that he is in favor

of SOX because compliance costs were disproportionately large for smaller firms and therefore put

these at a competitive disadvantage. An alternative story for positive lobbying by a minority of

corporations and non-investor groups is that these CEOs acted on behalf of shareholders and thus 8For brevity we will refer to this category as ‘Enhanced Disclosure’ in what follows.

15

expressed views in line with those of the majority of individuals and investor groups.9

For data availability reasons, our subsequent analysis focuses on publicly traded corporations.

A given letter may be signed by managers or directors of multiple companies. 80 percent of the

793 letters from corporations are signed by at least one manager/director from a publicly traded

company. Letters that represent insiders of publicly traded firms are even more likely to express

negative views about the rule commented on. 87 percent of such letters express negative views,

compared to 59 percent for letters representing a non-publicly traded firm.

A given company’s managers or directors may be signatories to multiple letters and a total of 395

publicly traded firms are represented among the corporate letters. To ease the interpretation of our

results, in our groups of lobbying firms below we omit letters from corporations expressing neutral

or positive opinions, as there are too few such letters to allow a separate analysis of these firms.10

Of the 395 publicly traded firms that are represented among the corporate letters, 288 firms are

thus classified as lobbying against ‘Enhanced Disclosure’ and/or ‘Corporate Responsibility’, and/or

‘Auditor Independence’.11

With regards to the other types of letter writers, the majority of accountants and lawyers argued

against the rules they commented on, while opinions of academics and others were more mixed.

The negative views of accountants and lawyers often refer to cases where the letter writer points

out practical complexities of the rule commented on, or where auditors lobby against regulation

that restricts the advisory role of auditing firms.

B. Predictability Of Lobbying By Corporate Insiders

Since most lobbying took place after the passage of SOX, our research design implicitly assumes

that lobbying is, at least to some extent, predictable by investors. If not, we would not expect to

observe different returns between lobbying firms and matched non-lobbying firms during the period

leading up to passage of SOX. The fact that we do find different returns between the two groups

by itself provides evidence that this assumption is reasonable.

Two additional analyses further support this assumption underlying our research design. First,

a simple probit model indicates that lobbying is to some extent predictable based on observable 9In our subsequent returns analysis we will include a measure of insider stock ownership to control for differences

in the incentives of insiders to lobby on shareholders’ behalf. 10If a firm submits comments on several rules within a major rule category (i.e. several rules within ‘Enhanced

Disclosure’) we classify them as lobbying against this major rule category only if all submitted comments are negative. 11The difference between the 395 and the 288 firms is driven by firms with neutral/positive letters and by the firms

who only comment on the SEC’s proposed rule on Security Holder Director Nominations discussed above.

16

variables known at the start of our sample. Second, a firm-level event study reveals no abnormal

returns for lobbying firms around the date of submission of a letter to the SEC, suggesting that

lobbying does not come as a surprise to the market.

B.1. Probit Models of Lobbying

We begin by demonstrating that it is possible to predict to a certain extent which firms will lobby

based on firm characteristics at the start of our sample. We run probit regressions where the

dependent variable is an indicator variable taking a value of one if the firm lobbied the SEC against

a SOX-related provision, and zero otherwise. We estimate the probit models separately for each of

the three major rule categories. We include a variety of variables that may predict lobbying.

Larger firms may feel they are more likely to be able to influence the SEC rule makers; if there is

a fixed cost element to lobbying, they may also incur lower relative costs of lobbying. In addition,

to lobbying, insiders of larger firms may be extracting more resources and thus have a stronger

incentive to try and weaken the implemented rules. As a measure of size, we include the natural

logarithm of firm book assets. Similarly, firms with more profits for insiders to expropriate may be

more likely to lobby. For each firm, we calculate the ratio of net income to sales as of the end of

the 2000 fiscal year as a measure of profitability.12 Firms with more entrenched management may

be more affected by SOX and may therefore be more likely to lobby. To capture this, we include

the governance index of Gompers, Ishii and Metrick (2002). Higher values of this index indicate

more managerial entrenchment.13 We also include the number of years the firm has been publicly

traded as a measure of firm age. Firms that have a political action committee (PAC) may tend

to be involved in all types of political and lobbying activities. We therefore include an indicator

variable equal to one if the firm has a political action committee which was registered with the

Federal Election Commission at some point during the period 1999-2000. Similarly, evidence of past

lobbying may be indicative of future lobbying. We include an indicator variable equal to one if the

firm lobbied the SEC in regards to the 1992 compensation reform analyzed by Lo (2003), and an

indicator variable equal to one if the firm lobbied the SEC in regard to a contemporaneous 1992 rule

on proxy fights.14 Higher institutional ownership may indicate the firm is better governed ex-ante, 12We use 2000 (as opposed to 2001) data since 2001 net income may only be disclosed in the first half of 2002 and

could thus directly affect returns. The reported measure is winsorized at the 2% level, however our results are not sensitive to variation in the winsorization cutoff.

13All reported results are robust to substituting the Bebchuk, Cohen and Ferrell (2004) index for the Gompers, Ishii and Metrick (2002) index.

14Data on both these variables was obtained from Kin Lo. The proxy rule is described in further detail by Bradley,

17

and therefore less likely to be affected by SOX. To capture this, we include the fraction of shares

outstanding owned by institutions in 2001 as reported by the Thomson Financial CDA/Spectrum

Institutional Holdings database. Since lobbying may be driven by compliance costs, we additionally

include the log of audit fees paid in 2001.15 High pre-SOX audit fees may be associated (positively

or negatively) with SOX compliance costs. To capture the complexity of the firm (which could

affect both compliance costs and the impact of the rules on management behavior), we calculate

the number of business segments and geographical segments from Compustat in year 2001. Finally,

to capture the incentives of insiders to lobby on behalf os shareholders, we include the fraction of

shares outstanding owned by the top executives of the firm in 2001 as reported by ExecuComp.16

Summary statistics for these variables are included in Table II.

Table III presents the results of the probit models for lobbying against the three types of

SOX-related provisions. We present three specifications for each category of provisions. The

first specification includes the independent variables described above. The second specification

examines the extent to which lobbying is predictable based solely on characteristics that have been

systematically shown to relate to returns: market capitalization (calculated at the end of week 6

of 2002), and book-to-market ratio (calculated using book value of equity at the end of fiscal year

2001 and market equity at the end of week 6 of 2002). The third specification includes all of the

variables from the previous two specifications, allowing us to examine the predictive power of our

independent variables above and beyond the systematic return-related characteristics. All three

specifications include industry controls at the 1-digit SIC level. We set a variable to zero if data

is missing and include indicator variables for missing data (the coefficients on these indicators are

omitted from the table).

Given the summary statistics presented in Table II, it is not surprising to see in Table III that

size is a strong predictor of lobbying. A second strong predictor of lobbying is profitability; firms

with higher ratios of net income to sales are significantly more likely to lobby. Note that of the

other regressors included, firm age is a significant predictor of lobbying against an ‘Enhanced Dis-

Brav, Goldstein and Jiang (2006). 15Data on audit fees is obtained from Audit Analytics. 16In unreported results, we also include three additional variables that may indicate poor firm governance. Following

Chchaochcharia and Grinstein (2005), we include an indicator variable taking the value of one if the firm’s CEO has sold a large amount of stock within the 3-month period leading up to a large reported drop in earnings, and an indicator variable for restated earnings during 1998-2001. Data for both these variables was provided by Yaniv Grinstein and Vidhi Chhaochharia. Further, we include a measure of discretionary accruals calculated using the modified Jones (1991) model, which is intended to measure earnings management. These variables provide little predictive power in our models, and for brevity, are omitted from our reported results.

18

closure’ rule, while past lobbying regarding proxy rules and institutional ownership are significant

predictors of lobbying against a ‘Corporate Responsibility’ rule. Such differential predictive ability

of the variables will allow us to bolster our subsequent returns analysis by employing additional

specifications that use predicted rather than actual lobbyers.

Psuedo R-squares for the models range from 27 percent for ‘Enhanced Disclosure’ to 36 percent

for ‘Corporate Responsibility,’ suggesting that while our models can predict a sizeable amount of

the variation in lobbying activity, there are other variables driving lobbying which we are unable

to observe or model. It is likely that market participants had more detailed information about firm

characteristics, and thus that they were able to predict more accurately than our probit models

which firms would lobby (or more generally, which firms would be more affected by SOX).

B.2. Event Study of Returns Around Date of Comment Letter

To further ascertain whether investors indeed could predict ex-ante who the lobbying firms would

be, we supplement the probit results with an event study of whether abnormal returns were observed

around the date of the submission of a letter by a given company (and posting of the letter on the

SEC web page or accessibility of the letter in the SEC’s public reference room).

We examine an event period of 21 weeks ([-10,+10]) surrounding the submission of a letter

to the SEC. If a firm wrote multiple letters (e.g. lobbying against more than one rule in a given

category), we include an observation for each of the letters, so long as there is no overlap of the

21-week event period [-10,+10]. When letter event periods for the same firm overlap, we use only

the first of the overlapping letters. We examine two sets of abnormal returns, with and without

factor adjustment. For the returns with no factor adjustment, we first average the excess returns for

lobbying firms relative to their matched non-lobbying firms across the set of lobbying firms. This

is done for each week in event time where date zero in event time is the week the letter was filed

with the SEC. Average excess returns are then summed over time (in event time) starting 10 weeks

before the event date, and ending 10 weeks after the event date.17 For the factor-adjusted returns,

we follow the same approach, except that the excess return for a given lobbying firm relative to

its group of matched non-lobbying firms is replaced by the residual from a regression (run on the

post-SOX period from week 31 of 2002 to the end of 2004) of the excess return on the market

factor, size factor and book-to-market factor. Matching of lobbying and non-lobbying firms is done 17We omit letters filed within the first 10 weeks of SOX passage such that our event study is not affected by the

news of SOX passage itself.

19

in three ways: 100 size portfolios, 25 size and 5 book-to-market portfolios, and 25 size and 10 1-digit

industry portfolios. We describe our matching approach in more detail below.

Figure 1 illustrates the findings of our event study and includes results for all three major rule

categories. The graphs show results for abnormal returns measured relative to a group of non-

lobbying firms constructed based on 100 size-portfolios. The results based on matching on size

and book-to-market equity or size and industry are similar. If lobbying was not predictable by the

market, we would expect to see a positive or negative reaction to the submission of a letter. Figure

1 reveals no such reaction, suggesting that market participants were not surprised to learn which

firms lobbied.

C. Returns of Lobbying and Non-Lobbying Firms During the Period Leading up to Passage of the Sarbanes-Oxley Act

We now turn to the comparison of returns for lobbying and non-lobbying firms. Under the improved

disclosure and governance hypothesis, returns should be larger for lobbying firms than for non-

lobbying firms during the period leading up to passage of SOX. The compliance cost view of SOX

has the opposite prediction.

C.1. Portfolio Level Returns

To test these two competing hypotheses, we must first decide precisely how the comparison between

the two sets of firms should be made. The standard approach for this type of analysis is to calculate

excess returns for a portfolio of the affected firms (here lobbyers) over and above the returns for

a portfolio of control firms (here non-lobbyers). To do this calculation, one must decide on which

characteristics lobbying and non-lobbying firms should be matched, and how fine a grid should be

used to match along a given dimension.

A large literature documents that small firms (measured by market value of equity) and firms

with high book-to-market equity ratios on average tend to outperform large firms and firms with

low book-to-market ratios. Furthermore, in a particular time period, realized returns could differ

systematically across firms with different size, book-to-market, industry, or other characteristics,

and such patterns may be entirely unrelated to the effects of SOX. It is therefore important to

compare lobbying and non-lobbying firms with similar characteristics along these dimensions. Of

course, there is a limit to how many characteristics one should match lobbying and non-lobbying

firms on. In the extreme, if one matched along all observable dimensions related to disclosure,

20

governance and variables measuring likely SOX compliance costs, then it may be more or less

random which firms of a particular set of such characteristics decided to lobby the SEC. Such a

matching scheme would then, by construction, find no different return patterns between lobbyers

and non-lobbyers and would wrongly lead to the conclusion that SOX was irrelevant for firm value.

Based on these considerations, we will consider a variety of approaches to match lobbying and non-

lobbying firms on size, book-to-market, and industry (the leading variables known to be related to

expected returns or likely to be related to realized returns for reasons not related to SOX), but will

not match on variables directly related to disclosure, governance or likely compliance costs. Data

on returns, industry and market capitalization are obtained from CRSP, while data on book equity

values are obtained from COMPUSTAT.

To decide how best to do the matching on size, book-to-market, and industry, we return to Table

II, which tabulates the characteristics of lobbying and non-lobbying firms. For each characteristic,

we provide p-values for t-tests for equal means across the two groups. The statistics for non-

lobbyers refer to firms who did not lobby for or against any SOX provision and are therefore

identical for Panel A, which compares firms who lobbied against any of the ‘Enhanced Disclosure’

rules to non-lobbyers, Panel B, which compares firms who lobbied against any of the ‘Corporate

Responsibility’ rules to non-lobbyers, and Panel C, which compares firms who lobbied against the

‘Auditor Independence’ rule to non-lobbyers.

The strongest difference between the three groups of lobbyers and the non-lobbyers is that

lobbying firms tend to be much larger than non-lobbying firms. Along the book-to-market equity

dimension there is little difference between firms that lobby against ‘Enhanced Disclosure’ or ‘Audi-

tor Independence’ and non-lobbyers, while firms that lobby against ‘Corporate Responsibility’ have

significantly higher mean (but not median) book-to-market ratios than non-lobbyers. The industry

composition of lobbyers and non-lobbyers differs somewhat, with significant differences for several

industry categories. Together these statistics suggest that a fine grid along the size dimension is

the most important for ensuring that the matched non-lobbying firms have characteristics similar

to those of the lobbying firms. We therefore show results for three approaches, defined by how

many comparison portfolios of non-lobbying firms we construct: (a) 100 size-sorted portfolios (with

NYSE break points to set a finer grid at the top end), (b) 125 size and book-to-market sorted

portfolios defined as the interaction of 25 size categories18 and 5 book-to-market categories, and (c) 18In defining the 25 size portfolios, we use increments of seven percentiles for portfolios up to the 70th percentile.

For the remaining portfolios, we use increments of 2 percentiles, to allow for a finer grid at the top of the range.

21

250 size and industry sorted portfolios, defined as the interaction of 25 size categories (with NYSE

break points) and 10 1-digit SIC industry code categories.19

For each approach, we first calculate the weekly average portfolio returns for each of the

100/125/250 comparison groups of non-lobbying firms. We then calculate the average weekly

excess return for lobbying firms over and above their matched non-lobbying firm portfolio as

1 Nt

ΣNti=1(r Lobby i,t − r

N on−Lobby p,t )

where rLobbyi,t is the return on lobbying firm i’s stock in week t, Nt is the number of lobbying firms

for which returns are available for week t, and rN on−Lobbyp,t is the average weekly return in week t

on the portfolio of non-lobbying firms matched to firm i.

If the matching succeeds in lining up each lobbying firm with a set of non-lobbying firms with

very similar size, book-to-market and industry characteristics, then the above excess return time

series directly measures the abnormal performance (α) of lobbyers. If the match is less accurate,

more precise measures of the abnormal part of any over- or under-performance of lobbyers can

be obtained by estimating a factor model and analyzing the α from such a model. We present

both the results which do not use a factor model and the results which use a 3-factor model and

regress the excess return of lobbyers on the weekly market factor (MKT), size factor (SMB), and

book-to-market factor (HML) calculated from daily factor data from Ken French’s web page:

1 Nt

ΣNti=1(r Lobby i,t − r

N on−Lobby p,t ) = α + βM KT (rM KT,t − rf,t) + βSM BrSM B,t + βHM LrHM L,t + �i,t

where rf is the riskless (30-day T-bill) rate and � is an error term.20 To the extent that results

differ depending on whether a factor model is used, one would expect those from the factor model

to be the most accurate.

Table IV Panel A shows the estimates of abnormal performance of lobbyers relative to non-

lobbyers during the 24-week period leading up to passage of SOX, beginning in week 7 of 2002 and

ending in week 30 of 2002 (February 8, 2002 to July 26, 2002). The top part of the panel shows

strong evidence of positive abnormal returns for firms whose insiders lobbied against one of the

’Enhanced Disclosure’ provisions, relative to their matched sample of non-lobbyers. Without factor 19In all cases we define break points using the full set of lobbying and non-lobbying firms. Size is defined as market

value of equity at the beginning of the week, and is updated weekly. Book-to-market equity ratio is calculated using book equity for the prior calendar year from COMPUSTAT and market equity for the beginning of the year (with the exception that we for 2002 use market equity in week 6 of 2002).

20Weekly data are used as opposed to daily data to avoid any potential biases in factor loadings due to differential liquidity of the stocks of lobbying and non-lobbying firms. An alternative would be to use daily data but include lags of the factors as regressors.

22

controls, the weekly alphas in columns (1), (4), and (7) are 0.0051, 0.0042, and 0.0033 across the

three methods of matching. This corresponds to total abnormal returns for such lobbyers of 12.1,

10.2, and 7.9 percent over the 24-week period leading up to SOX passage. In each case, the alphas

are statictically significantly different from zero at the one percent level. Results are a bit weaker

when a factor model is used (columns (3), (6) and (9)). A potentially important issue with the

factor model is that if we were to estimate the factor loadings using only 24 weeks of data, this

could lead to overfitting and corresponding downward small sample bias in the estimated abnormal

excess returns (alphas). Instead, we use the full time period from week 7 of 2002 to the end of

2004 and allow for different alphas for the period leading up to SOX passage and the post-passage

period. The alphas from the factor models in columns (3), (6) and (9) imply total abnormal returns

for such lobbyers of 11.8, 9.6, and 8.4 percent over the 24-week period leading up to SOX passage.21

Figure 2 illustrates the cumulative abnormal returns over time for firms that lobbied against

an ’Enhanced Disclosure’ provision of SOX. It is based on portfolio level returns and three sets

of cumulative abnormal returns are shown. The first of the three is based on the size-matched

control groups of non-lobbying firms, the second on the size and book-to-market equity matched

control groups and the third on the size and industry-matched control groups. In each graph,

two lines are shown. The unadjusted cumulative abnormal return is calculated by averaging the

excess returns over the comparison group across lobbying firms in each week, and then summing

these abnormal returns over time, starting in week 7 of year 2002. The factor-adjusted cumulative

abnormal return is calculated by first regressing the excess return over the comparison group on the

excess return on the market, and the Fama-French size and book-to-market factors. The regression

is run using weekly data from week 7 of 2002 until the end of 2004, and the intercept (alpha) plus

the residuals are averaged each week and then summed over time. The two vertical lines indicate

the beginning and end of the 24-week period leading up to SOX passage. It is striking how the

abnormal performance of lobbying firms relative to non-lobbying firms ends right around the time

of the passage of SOX. This pattern further reassures us that we are indeed measuring the impact

of the law on lobbying firms.

The middle and bottom parts of Table IV Panel A repeat the same regressions, but now focusing

on firms who lobbied against a ‘Corporate Responsibility’ or ‘Auditor Independence’ rule. Here,

the evidence for abnormal positive excess returns for lobbying firms relative to their matched non- 21We discuss the alphas for the post-passage period below.

23

lobbying firms is statistically weaker than for firms who lobbied against an ‘Enhanced Disclosure’

rule.

As mentioned earlier, an alternative to using lobbying as a proxy for being more affected by SOX

is to instead sort firms based on their predicted probability of lobbying based on ex-ante character-

istics. As previously discussed, there are numerous advantages to a research design that employs

lobbying rather than its predictors. A major disadvantage of the predicted lobbyer approach is

that we as econometricians likely employ many fewer firm characteristics than market participants

in predicting which firms will be more affected by SOX. An advantage of this approach, however,

is that it does not rely on the assumption that market participants could predict precisely which

firms would lobby after the passage of SOX.

Panel B of Table IV repeats the analysis in Panel A, substituting firms predicted to lobby by

our probit model for the actual lobbyers, where predicted lobbyers are those firms whom our probit

models place in the top 3% of firms based on likelihood of lobbying. Once again, the top part

of the panel presents strong evidence of positive abnormal returns for firms that our probit model

predicts should lobby against one of the ‘Enhanced Disclosure’ provisions, relative to their matched

sample of non-lobbyers. Without factor controls, the weekly alphas in columns (1), (4), and (7)

are 0.0044, 0.0049, and 0.0027 across the three methods of matching. This corresponds to total

abnormal returns for such lobbyers of 10.6, 11.8, and 6.5 percent over the 24-week period leading

up to SOX passage. The returns implied by the factor models in columns (3), (6) and (9) are

larger: 12.0, 14.4, and 8.9 percent over the 24-week period leading up to SOX passage. In 8 out of

9 specifications in the panel, the alphas are significantly different from zero at the 10 or 5 percent

level.

Figure 3 illustrates the cumulative abnormal returns over time for firms predicted to lobby

against an ‘Enhanced Disclosure’ provision of SOX, and is constructed in a similar manner to

Figure 2. As in Figure 2, which looks at the abnormal returns of lobbying firms relative to non-

lobbying firms, the abnormal performance of predicted lobbyers relative to non-lobbying firms ends

right around the time of the passage of SOX.

The middle and bottom parts of Table IV Panel B repeat the same regressions focusing on

firms who were predicted by our probit model to lobby against a ‘Corporate Responsibility’ or

‘Auditor Independence’ rule. The evidence for abnormal positive excess returns for predicted

lobbyers relative to their matched non-lobbying firms for these two sets of rules is again statistically

24

weaker than for firms who were predicted to lobby against an ‘Enhanced Disclosure’ rule.

Interpreting the portfolio-level results presented in Table IV is not straightforward, however.

Over 40 percent of the firms that lobbied against an ‘Auditor Independence’ provision also lobbied

against at least one ‘Enhanced Disclosure’ provision, and 36 percent of firms that lobbied against a

‘Corporate Responsibility’ provision also lobbied against at least one ’Enhanced Disclosure’ provi-

sion. To address this issue, we proceed to estimate the separate abnormal returns associated with

each of the three major rule categories by running firm-level return regressions.

C.2. Firm-Level Returns

We run firm level (as opposed to portfolio-level) regressions of the following form:

ΣTt=1(r Lobby i,t − rf,t) = δ0 + γ1I(Lobbied Against Enhanced Disclosure Rules)

+γ2I(Lobbied Against Corporate Responsibility Rules)

+γ3I(Lobbied Against Auditor Independence Rule) + X ′ iβ + ui

where I(.) indicates a dummy variable, δ0 is an intercept term, X is a set of control variables and ui

is an error term. The regression is run on the full set of firms, i.e. including both lobbyers and non-

lobbyers, and has one data point per firm. In regressions (1), (2), and (3) of Table V Panel A, the

dependent variable is the sum of the weekly excess returns over the riskless rate during the period

leading up to SOX passage. The regression coefficient γ on the dummy variable for a particular

type of lobbying estimates how much the cumulative weekly excess return during the period differs

between that group of lobbying firms and a typical non-lobbying firm. To control for differences

between lobbying and non-lobbying firms along size, book-to-market, and industry dimensions, and

for similarity to the portfolio-level analysis presented in Table IV, we include indicator variables

for 100 size, 25 size and 5 book-to-market, or 25 size and 10 1-digit industry portfolios, depending

on the specification. Table V Panel A presents our estimates for lobbying firms, while Panel B

presents the estimates for predicted lobbyers.

Regressions (1), (2) and (3) of Table V Panel A indicate that the market expected SOX to benefit

the firms most affected by its ‘Enhanced Disclosure’ provisions (as evidenced by their lobbying),

with only small added shareholder value for firms most affected by its ‘Corporate Responsibility’

or ‘Auditor Independence’ provisions. The abnormal excess return for firms lobbying against an

‘Enhanced Disclosure’ rule captured by the γ1 coefficient indicates a total abnormal excess return

for the lead-up period of between 8.6 percent and 13.2 percent across the three regressions. These

25

effects are comparable (theoretically, and in magnitude) to the effects estimated based on the

alphaLead-Up coefficient in the top part of Panel A. The γ2 coefficient on lobbying against a

‘Corporate Responsibility’ rule indicates little abnormal excess return (economically or statistically)

for the lead-up period across the three regressions. The γ3 coefficient on lobbying against the

‘Auditor Independence’ rule indicates a total abnormal excess return for the lead-up period of

between 3.3 percent and 4.0 percent across the three regressions, but with no statistical significance

at conventional levels.

We obtain similar results in Panel B of the table, where we replace the indicator variables

for lobbying with indicator variables for being predicted to lobby according to the probit model

in Table III. Being predicted to lobby against an ‘Enhanced Disclosure’ provision implies a total

abnormal excess return for the lead-up period ranging from 6.2 percent to 12.6 percent across the

three specifications; no statistically significant excess return is implied by being predicted to lobby

against a ‘Corporate Responsibility’ or ‘Auditor Independence’ provision.

In sum, the results of Tables IV and V support the positive view of SOX, and suggest that

investors expected the legislation to increase shareholder value. In particular, the return results

indicate that firms most affected by the ‘Enhanced Disclosure’ provisions of SOX (as evidenced by

their lobbying) experienced positive abnormal excess returns during the period leading up to SOX

passage of around 10 percent relative to less affected (non-lobbying) firms with similar size, book-

to-market and industry characteristics. There is little effect experienced by firms most affected by

the ‘Corporate Responsibility’ and ‘Auditor Independence’ rules.

D. Returns During the Period Following Passage of the Sarbanes-Oxley Act

From Figure 2, it is apparent that firms lobbying against one or more of the SOX ‘Enhanced Dis-

closure’ rules had returns during the post-SOX period that were fairly similar to those of their

matched comparison group of non-lobbying firms. Tables IV and V confirm this result. Columns

(2)-(3), (5)-(6) and (8)-(9) of Table IV Panel A estimate the portfolio level excess return regressions

on the full period from week 7 of 2002 to the end of 2004, with separate intercepts (α’s) for the

leadup period and the post-passage period, while Panel B presents similar analysis for predicted

lobbyers relative to matched non-lobbyers. In the top part of the panel, which concerns ‘Enhanced

Disclosure,’ the intercept for the post-passage period, alphaPost, is consistently close to zero in

both economic and statistical terms. Similar results obtain in columns (4)-(6) of Table V Panels A

(lobbyers) and B (predicted lobbyers) at the firm-level in the post-passage period: the γ1 regres-

26

sion coefficient of the dummy variable equal to one for firms that lobbied against an ‘Enhanced

Disclosure’ rule is close to zero. These findings indicate that the returns for firms that lobbied (or

were predicted to lobby) against an ‘Enhanced Disclosure’ rule were similar to the returns for their

non-lobbying comparison group of firms, and thus that the increase in (relative) stock prices expe-

rienced by lobbying firms (or predicted lobbyers) did not tend to reverse during the post-passage

period, suggesting that the positive expectation of shareholders evidenced by thier letters to the

SEC and by returns in the pre-passage period were warranted.

E. Section 404: Assessment of Internal Controls

Among the most controversial and most discussed elements of SOX is Section 404 of the Act,

which deals with management assessment of internal controls. Section 404 is a component of Title

IV of the Act, and thus is part of the ‘Enhanced Disclosure’ rules in our analysis. Since our

research design allows us to examine shareholders’ reactions to individual elements of SOX, it is

a worthwhile exercise to ask whether the results presented above are robust to focusing on this

particular provision alone. To do so, we repeat the analysis above, limiting our group of lobbying

firms to those that lobbied specifically against the rules related to Section 404.

The results, presented in graphic form in Figure 4, are striking. Firms that lobby against rules

related to Section 404 specifically experience an abnormal excess return over the 24 weeks leading

up to the passage of the Act of similar magnitude to that evidenced when we considered all firms

that lobby against any of the ‘Enhanced Disclosure’ rules. Once again, these excess returns appear

to end almost exactly around the passage of SOX, and do not revert away in the post period.

The results in Figure 4 suggest that investors believed that Section 404 specifically would

increase shareholder value, and support the arguments presented in Coates (2006), who suggests

that the enhanced disclosure related to Section 404 was one of the most important elements of the

Act.22

IV. Interpretation and Discussion

A. Mechanism

The results from our analysis in the previous section suggest that that shareholder’s perceptions of

SOX were positive, and that these perceptions were reflected in the relative returns of more and less 22A firm-level analysis with two separate indicator variables for lobbying against Section 404-related rules and

against other ‘Enhanced Disclosure’ rules reveals roughly equal impact for the two sets of rules.

27

affected firms. What then are the mechanisms through which SOX might be expected to increase

shareholder value?

There are three primary channels through which SOX may affect shareholder value. First, SOX

may directly improve the operating performance of the firm through the elimination of management

ineptness, complacency or the improvement of operations as a result of lessons learned during the

internal control review. Second, SOX may improve operating performance through the elimination

of actual stealing or perquisite consumption on the part of managers who are now subject to greater

disclosure and transparency. Third, SOX may lead to an increase in shareholder confidence that is

reflected in a lower cost of capital.

Evaluating these mechanisms is difficult. There is no clear manner in which to ascertain if SOX

has effectively lowered the discount rate used by shareholders. We can attempt to evaluate the

change in operating performance of lobbying firms relative to matched non-lobbyers comparing the

pre-SOX and post-SOX periods. In unreported results, we measure changes in operating perfor-

mance as (Operating income in 2004-Operating income in 2001)/(Market value of equity at the end

of week 6 of 2002), where operating income is COMPUSTAT Item 13 (operating income before de-

preciation). We then run firm level regressions with one observation per firm and with controls for

size portfolio dummies, size and book-to-market portfolio dummies, or size and industry portfolio

dummies. The estimates from our models suggest that firms that lobbied against an ’Enhanced

Disclosure’ rule experience an improvement in operating income relative to initial market value of

equity of about 5 percentage points, and this effect is statistically significant at the 1 percent level.

When we repeat the same regressions substituting predicted lobbyers for actual lobbyers, we find

similar results, though the magnitudes are sensitive to the type of controls included.

These results, on the one hand, provide some reassurance that our return results are consistent

with changes in profitability, but they are not a valid test of the mechanism through which SOX

may have affected shareholder value. Our results in the previous section indicate that profitability

is a strong predictor of lobbying, thus inducing an endogeneity problem in any test that attempts

to determine whether lobbying firms (or predicted lobbyers) have improved operating performance

over the period in question. In this sense, analyzing operating performance is useful only in that

finding a decrease in the performance of lobbyers relative to non-lobbyers would tend to rule out

operating performance as the mechanism through which SOX affected returns. Finding and increase

in operating performance does not provide a clean test suggesting operating performance is the

28

mechanism, however, due to the endogeneity problem.

As discussed in Section II, we are able to address this endogeneity concern in our returns analysis

above. Reverse causality in our setting would imply that there should be no significant differential in

the excess returns of lobbying groups over and above similar non-lobbyers when comparing the pre-

and post-passage periods. However, as we demonstrate, a significant differential of approximately

7% exists in the pre- and post-passage excess returns of lobbyers. This return differential suggests

that being more affected by SOX leads to excess returns, rather than it simply being simply the

case that better (or worse) performing firms tend to lobby, without necessarily being more affected

by the legislation. We cannot use a similar approach to examine changes in operating performance

for lobbying and non-lobbying groups in a causal fashion. While return data is available on a weekly

basis, operating performance is only available to us on an annual basis, and thus does not allows

us to examine whether there is a kink in performance around the date of SOX passage.

A second useful exercise is to attempt to ascertain the extent to which investor confidence

has improved since passage of SOX. UBS/Gallup conducts an Index of Investor Optimism Poll,

which provides an indication of investor confidence over the period spanning the passage and

implementation of SOX. In May 2002, 60% of respondents to the poll indicated that questionable

accounting practices in business hurt the investment climate in the U.S. “a lot.” By May 2006, that

percentage had dropped to 39%. Causal interpretation of such survey evidence is, however, not

possible.

B. Costs and Benefits to Shareholders

Following the passage of SOX, a heated debate has emerged about the high costs of complying with

the ’Enhanced Disclosure’ provisions of SOX, notably Section 404’s assessment of internal controls.

It is widely acknowledged that the compliance costs associated with SOX have been higher than

initially expected. In June 2003, the SEC estimated the aggregate cost of implementing Section

404 alone on all registrants at approximately $1.24 billion, or $91,000 per registrant. In January

2004, Financial Executives International (FEI) completed the first of a string of surveys estimating

the cost of SOX, and Section 404 in particular. The survey placed the expected average total cost

of SOX compliance at approximately $1.93 million per company. Expected costs appeared to be

increasing in firm size, with expected total compliance costs for larger firms (over $5 billion in

annual revenues) to reach $4.6 million per company. A first follow-on survey by FEI in June 2004

raised these estimates to $3.15 million and $8 million per company, respectively. A second follow-on

29

survey by FEI in March of 2005 raised the estimates to $4.36 million and $10 million, respectively.

How do these costs affect our analysis of the post-passage period? We note first that if compli-

ance costs increased equally for all firms (as a fraction of market value), then our analysis of excess

returns of lobbyers over lobbyers will be unaffected by the increase. This is an obvious shortcoming

of a research design which compares more affected firms to less affected firms, without having a

comparable group of firms unaffected by the legislation studied. We can only say that considering

the full period from when serious discussions about the legislation first started in week 7 of 2002

to the end of 2004 (well into the implementation phase of SOX), the stocks more affected firms

(identified as lobbying firms) outperformed those of less affected firms (identified as non-lobbying

firms). Based on our returns analysis alone, we cannot unambiguously say that the net benefit of

SOX for either group is positive.

What then can be said about the net benefit of SOX for shareholders of lobbying and/or non-

lobbying firms? Our analysis of comment letters from investors and investor groups indicates that

shareholders expected SOX to be value increasing on average across publicly traded firms. To our

knowledge, shareholder support for SOX has not diminished since the period covered by the letters

we analyze. For example, at the SEC’s “Roundtable Discussion on Second-Year Experiences with

Internal Control Reporting and Auditing Provisions” held on May 10, 2006, institutional investors

expressed continued support for SOX, specifically for the section 404 on internal controls. In her

statement dated March 1st, Ann Yerger from the Council of Institutional Investors (an association

of more than 130 corporate, union, and public pensions plans with more the $3 trillion in assets)

wrote: “...the Council believes the benefits over time will far outweigh the costs and will be a

positive for all involved in the U.S. capital markets. ... In closing, Section 404 is working.”

Furthermore, based on our return results, and drawing on the survey evidence on SOX compli-

ance costs, it can be argued more formally that the net benefit of SOX were positive for shareholders

of lobbying firms. Assume that compliance costs are similar for lobbying and non-lobbying firms.23

Assume in addition that there was no gross benefit of SOX for lobbying firms (again, a conservative

assumption). Under these two assumptions, the cumulative abnormal excess return of about 10

percent for firms lobbying against an ‘Enhanced Disclosure’ rule relative to their matched non-

lobbying firms then implies that the gross benefit of SOX for these lobbying firms was about 10

percent of their initial market value, or approximately $329 billion in total. It is unlikely that the 23This is likely to be a conservative assumption, as analysis of audit fees pre- and post-SOX indicates that fees rose

more (relative to firm size) for lobbying firms than for non-lobbying firms over the period from 2001 to 2004.

30

present value of SOX compliance costs for lobbying firms is as high as 10 percent of these firms

initial market value. From Table II Panel A, the mean market value for firms lobbying against

an ‘Enhanced Disclosure’ rule is $16.8 billion, while the median is $2.7 billion. We can compute

the average SOX compliance cost for lobbying firms, using compliance costs estimates from the

FEI 2006 survey, which breaks costs down by sales volume. This average cost is a little under $5

million per firm. Using a discount rate of 10 percent, the present value of the average lobbying

firm’s compliance costs is then $50 million. This corresponds to 0.3 percent of the mean market

value of $16.8 billion and 1.9 percent of the median market value of $2.7 billion.

This admittedly simplified calculation suggests that, at least for the set of firms lobbying against

an ‘Enhanced Disclosure’ rule, SOX was a net benefit of between 8.1 and 9.7 percent of initial market

value. We have data for 196 such firms with a total market value of 196 × $16.8 billion or a little under $3.3 trillion. At a net benefit of 8.1 percent of market value, the total net benefit of SOX

for these lobbying firms comes to $266 billion. At a net benefit of 9.7 percent of market value, the

total net benefit of SOX for these lobbying firms comes to $319 billion.

We can also go one step further, and attempt to estimate the net benefit of SOX for shareholders

of all those companies publicly traded as of the beginning of our event period. Under the conser-

vative assumption that there was no (gross) benefit of SOX for non-lobbyers, the total benefit to

shareholders from SOX is the gross benefit of SOX for lobbying firms, approximately $329 billion in

total. Based on compliance cost numbers by firm sales reported by the March 2006 FEI survey, the

total estimated annual compliance costs for the full set of US publicly traded firms is approximately

$14 billion.24 At a discount rate of 10 percent, the present value of these costs is $140 billion; at a

discount rate of 5 percent, the present value of these costs would be $280 billion, still considerably

less than the approximate gross benefit of $329B to lobbyers alone.25 This suggests that with even

a small positive gross benefit of SOX for non-lobbyers, the net benefit of SOX for the overall US

stock market could be substantial. 24To calculate the total estimated annual compliance costs for publicly traded firms, we assign each firm the

compliance cost number associated with FEI sales category its sales fall into in 2001. To estimate sales for firms with no sales data, we regress firm sales on the natural log of market capitalization and its square for firms that do have sales data. We then use the resulting regression estimates to predict sales for those firms with no sales data, and assign them the FEI compliance cost for their sales category based on their predicted sales. We then sum the compliance costs across firms.

25Some lobbying groups, in particular AeA (formerly the American Electronics Association), using their own internal estimates in addition to FEI data, suggest that total annual compliance costs for SOX will be higher, or approximately $29-$35B. These groups tend to build these estimates using a per-firm cost estimate taken as the FEI estimate for large firms, rather than assigning each firm the cost estimate appropriate to its size and sales volume. Even at an annual cost estimate of $30B, the present value of the costs at a discount rate of 10% would still be roughly similar to the gross benefits for lobbying firms.

31

Interpretation of these numbers, however, must be nuanced. Our calculations cannot account

for loss of shareholder welfare due to the decisions of some previously public companies to delist

due to the burdens of SOX regulation; nor can it account for any welfare loss resulting from the

decisions of private companies to remain private or to go public on non-US exchanges (Zingales

(2006)). In addition, we cannot rule out that insiders lost an amount equal to or greater than what

outside investors gained. Additionally, it is important to note that the lobbying firms in our sample

are predominantly large, established organizations, and thus our returns analysis does not provide

specific conclusions as to the effect of SOX on smaller firms.

V. Conclusion

In this paper, we evaluate the impact of SOX on shareholders by analyzing the SOX-related lobbying

behavior of corporations, individuals and organizations. We classify the rules on which the SEC

solicited comments into three major categories: those related to ‘Enhanced Disclosure’, those related

to ‘Corporate Responsibility’, and those related to ‘Auditor Independence’. We then examine the

comment letters sent to the SEC during the drafting of the final SOX rules.

We document that individual investors, as well as large investor groups such as pension funds

and labor unions, were overwhelmingly in favor of the SOX provisions they commented on, speaking

to shareholders’ perceived value of the legislation. In contrast, our reading of letters to the SEC

by corporate insiders reveals that an overwhelming majority of insiders in lobbying companies

opposed the SOX provision they commented on. We then use lobbying by corporate insiders to

distinguish between two views of SOX: the view that SOX improves governance and disclosure, and

the view that SOX will not be beneficial due to high compliance costs outweighing any potential

benefits. Our identifying assumption is that insiders in companies more affected by SOX (positively

or negatively) were more likely to lobby.

Our study of returns reveals that during the 24-week period leading up to passage of SOX, re-

turns were higher for corporations whose insiders lobbied against an ‘Enhanced Disclosure’ provision

of SOX than for non-lobbying firms with similar size, book-to-market and industry characteristics.

This lends support to the improved disclosure and governance hypothesis and suggests that cor-

porate insiders lobbied to water down the implementation of SOX because SOX reduces insiders’

ability to expropriate company resources. Cumulative returns were approximately 10 percent higher

for corporations whose insiders lobbied against one or more of the SOX ‘Enhanced Disclosure’ pro-

32

visions than for non-lobbying firms with similar size, book-to-market and industry characteristics.

There is no evidence of differential returns between lobbyers and non-lobbyers in the post-passage

period.

In sum, our findings suggest that investors had overwhelmingly positive expectations about

the effects of SOX. These expectations appear to be warranted in the case of the ’Enhanced Dis-

closure’ provisions of SOX, though not in the case of the ’Corporate Responsibility’ or ’Auditor

Independence’ provisions.

33

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Bloom, N. and J. Van Reenen, 2006, “Measuring and Explaining Management Practices Across

Firms and Countries,” wokring paper, London School of Economics.

Bradley, M. A. Brav, I. Goldstein and W. Jiang, 2006, “Costly Communication, Shareholder Ac-

tivism and Limits to Arbitrage: evidence from Closed-End Funds”, working paper, Duke University.

Chhaochharia, V., and Y. Grinstein, 2005, “Corporate Governance and Firm Value: The Impact

of the 2002 Governance Rules”, Journal of Finance, forthcoming.

Coates, J. C., 2006, “The Goals and Promise of the Sarbanes-Oxley Act”, Journal of Economic

Perspectives, forthcoming.

Cohen, D. A., A. Dey, and T. Z. Lys, 2005, “Trends in Earnings Management and Informativeness

of Earnings Announcements in the Pre- and Post-Sarbanes Oxley Periods”, working paper, Kellogg

School of Management.

Engel, E., R. M. Hayes, and X. Wang, 2004, “The Sarbanes-Oxley Act and Firms’ Going-Private

Decisions”, working paper, University of Chicago.

Gompers, P., J. Ishii and A. Metrick, 2003, “Corporate Governance and Equity Prices,” Quarterly

Journal of Economics, February.

Greenstone, M.,P. Oyer and A. Vissing-Jørgensen, 2006, “Mandated Disclosure, Stock Returns,

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King, R. and T. O’Keefe, 1986, “Lobbying Activities and Insider Trading,” The Accounting Review,

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Lo, K., 2003, “Economic Consequences of Regulated Changes in Disclosure: The Case of Executive

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University of Rochester.

34

Zingales, L., 2006, “Is the U.S. Capital Market Losing its Competitive Edge?”, forthcoming, Journal

of Economic Perspectives.

35

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7 1

9 9

N o .

P o s/

N e u / N

e g

5 9 / 8 6 / 6 4 8

4 2 / 2 8 / 1 8 3

2 4 1 / 1 7 / 1 7

4 3 3 / 4 9 / 7 1

4 8 / 2 4 / 1 7 2

3 6 / 3 8 / 3 2 7

4 0 / 1 5 / 1 6

4 4 / 9 / 4 6

P c t.

P o s/

N e u / N

e g

7 / 1 1 / 8 2

1 7 / 1 1 / 7 2

8 8 / 6 / 6

7 8 / 9 / 1 3

2 0 / 1 0 / 7 0

9 / 9 / 8 2

5 6 / 2 1 / 2 3

4 4 / 9 / 4 6

T o t a ls

L e t t e r s

C o m

m e n t in

g o n

R u le

s R

e la

t e d

t o

E n h a n c e d

F in

a n c ia

l D

is c lo

s u r e

a n d

P C

A O

B [S

O X

T it

le s

I V

a n d

I ]

N o .

o f L e tt

e rs

3 7 9

1 1 4

6 5

1 1 3

6 4

1 0 9

1 5

3 8

N o .

P o s/

N e u / N

e g

1 8 / 5 3 / 3 0 8

2 0 / 1 4 / 8 0

5 4 / 3 / 8

8 9 / 8 / 1 6

1 7 / 1 4 / 3 3

8 / 9 / 9 2

6 / 5 / 4

2 9 / 4 / 5

P c t.

P o s/

N e u / N

e g

5 / 1 4 / 8 1

1 8 / 1 2 / 7 0

8 3 / 5 / 1 2

7 9 / 7 / 1 4

2 7 / 2 2 / 5 2

7 / 8 / 8 4

4 0 / 3 3 / 2 7

7 6 / 1 1 / 1 3

B re

a k -d

o w

n o f L e tt

e rs

S u b m

it te

d o n

E n h a n c e d

F in

a n c ia

l D

is c lo

su re

R u le

s:

D is

c lo

su re

In M

a n a g e m

e n t’

s D

is c u ss

io n

A n d

A n a ly

si s

O f C

ri ti

c a l A

c c o u n ti

n g

P o li c ie

s

N o .

o f L e tt

e rs

4 0

1 3

6 6

6 5

2 0

N o .

P o s/

N e u / N

e g

1 / 2 / 3 7

2 / 0 / 1 1

4 / 1 / 1

1 / 2 / 3

0 / 0 / 6

0 / 0 / 5

0 / 1 / 1

0 / 0 / 0

c o n ti

n u e d

o n

n e x t

p a g e

36

C o m

m e n t e r :

C o r p o r a t io

n N

o n -I

n v e s t o r

G r o u p

I n v e s t o r

G r o u p

I n d iv

id u a l

A c c o u n t a n t

L a w

y e r

A c a d e m

ic O

t h e r

[S O

X S e c ti

o n

4 0 1 :

D is

c lo

su re

In P e ri

o d ic

R e p o rt

s]

D is

c lo

su re

in M

a n a g e m

e n t’

s D

is c u ss

io n

a n d

A n a ly

si s

o f O

ff -B

a la

n c e

S h e e t

A rr

a n g e m

e n ts

N o .

o f L e tt

e rs

1 4

9 2

7 7

9 0

2 N

o .

P o s/

N e u / N

e g

0 / 0 / 1 4

2 / 0 / 7

1 / 1 / 0

7 / 0 / 0

0 / 1 / 6

0 / 1 / 8

0 / 0 / 0

1 / 1 / 0

[S O

X S e c ti

o n

4 0 1 :

D is

c lo

su re

in P e ri

o d ic

R e p o rt

s] C o n d it io

n s

fo r

U se

o f N

o n -G

A A

P F in

a n c ia

l M

e a su

re s

N o .

o f L e tt

e rs

5 3

1 4

4 5

7 1 3

0 2

N o .

P o s/

N e u / N

e g

2 / 2 7 / 2 4

1 / 2 / 1 1

1 / 1 / 2

4 / 0 / 1

1 / 4 / 2

0 / 2 / 1 1

- 1 / 0 / 1

[S O

X S e c ti

o n

4 0 1 :

D is

c lo

su re

in P e ri

o d ic

R e p o rt

s]

M a n d a te

d E

le c tr

o n ic

F il in

g a n d

W e b si

te P o st

in g

fo r

F o rm

s 3 , 4

a n d

5

N o .

o f L e tt

e rs

9 4

2 1

1 5

0 0

N o .

P o s/

N e u / N

e g

0 / 8 / 1

1 / 3 / 0

2 / 0 / 0

1 / 0 / 0

0 / 1 / 0

1 / 4 / 0

- -

[S O

X S e c ti

o n

4 0 3 :

D is

c lo

su re

s O

f T ra

n sa

c ti

o n s

In v o lv

in g

M a n a g e m

e n t

a n d

P ri

n c ip

a l S to

ck h o ld

e rs

]

D is

c lo

su re

R e q u ir

e d

b y

S e c ti o n s

4 0 4 , 4 0 6

a n d

4 0 7

o f th

e S a rb

a n e s-

O x le

y A

c t

o f 2 0 0 2

N o .

o f L e tt

e rs

1 3 2

3 9

3 2 0

1 6

3 3

5 5

N o .

P o s/

N e u / N

e g

4 / 4 / 1 2 4

2 / 5 / 3 2

2 / 0 / 1

9 / 4 / 7

3 / 4 / 9

0 / 2 / 3 1

2 / 1 / 2

0 / 1 / 4

[S O

X S e c ti

o n

4 0 4 :

M a n a g e m

e n t

A ss

e ss

m e n t

o f In

te rn

a l C

o n tr

o ls

] [S

O X

S e c ti

o n

4 0 6 :

C o d e

O f E

th ic

s F o r

S e n io

r F in

a n c ia

l O

ffi c e rs

] [S

O X

S e c ti

o n

4 0 7 :

D is

c lo

su re

o f A

u d it

C o m

m it

te e

F in

a n c ia

l E

x p e rt

]

A d d it io

n a l F o rm

8 -K

D is

c lo

su re

R e q u ir

e m

e n ts

a n d

A c c e le

ra ti o n

o f F il in

g D

a te

N o .

o f L e tt

e rs

4 4

1 2

4 4

7 1 4

2 2

N o .

P o s/

N e u / N

e g

4 / 1 / 3 9

5 / 1 / 6

4 / 0 / 0

4 / 0 / 0

0 / 0 / 7

1 / 0 / 1 3

0 / 1 / 1

2 / 0 / 0

[S O

X S e c ti

o n

4 0 9 :

R e a l- T

im e

Is su

e r

D is

c lo

su re

s]

L e tt

e rs

C o m

m e n ti

n g

o n

O th

e r

D is

c lo

su re

R e la

te d

S E

C R

u le

s (N

o t

P a rt

o f S O

X It

se lf ):

D is

c lo

su re

R e g a rd

in g

N o m

in a ti

n g

C o m

m it

te e

F u n c ti

o n s

A n d

C o m

m u n ic

a ti

o n s

B e tw

e e n

S e c u ri

ty H

o ld

e rs

a n d

B o a rd

s o f D

ir e c to

rs

N o .

o f L e tt

e rs

1 5

9 3 8

5 6

3 1 4

3 2 7

N o .

P o s/

N e u / N

e g

3 / 2 / 1 0

5 / 1 / 3

3 5 / 0 / 3

5 1 / 2 / 3

3 / 0 / 0

5 / 0 / 9

3 / 0 / 0

2 5 / 2 / 0

F o rm

8 -K

D is

c lo

su re

o f C

e rt

a in

M a n a g e m

e n t

T ra

n sa

c ti

o n s

N o .

o f L e tt

e rs

5 6

1 1

6 1 4

0 1 6

2 0

N o .

P o s/

N e u / N

e g

3 / 5 / 4 8

1 / 1 / 9

5 / 0 / 1

1 0 / 1 / 3

- 1 / 0 / 1 5

1 / 1 / 0

-

In d iv

id u a l P

C A

O B

R u le

s c o n ti

n u e d

o n

n e x t

p a g e

37

C o m

m e n t e r :

C o r p o r a t io

n N

o n -I

n v e s t o r

G r o u p

I n v e s t o r

G r o u p

I n d iv

id u a l

A c c o u n t a n t

L a w

y e r

A c a d e m

ic O

t h e r

P C

A O

B A

u d it in

g S ta

n d a rd

N o .

1

N o .

o f L e tt

e rs

0 0

0 0

5 0

0 0

N o .

P o s/

N e u / N

e g

- -

- -

4 / 1 / 0

- -

- [S

O X

S e c ti

o n

1 0 1 :

E st

a b li sh

m e n t;

A d m

in is

tr a ti

v e

P ro

v is

io n s]

[S O

X S e c ti

o n

1 0 3 :

A u d it

in g , Q

u a li ty

C o n tr

o l,

a n d

In d e p e n d e n c e

S ta

n d a rd

s a n d

R u le

s] [S

O X

S e c ti

o n

1 0 7 :

C o m

m is

si o n

O v e rs

ig h t

o f th

e B

o a rd

]

P C

A O

B A

u d it in

g S ta

n d a rd

N o .

2

N o .

o f L e tt

e rs

1 6

3 0

0 1 2

0 1

0 N

o .

P o s/

N e u / N

e g

1 / 4 / 1 1

1 / 1 / 1

- -

6 / 3 / 3

- 0 / 1 / 0

-

T o t a l L e t t e r s

C o m

m e n t in

g o n

R u le

s o n

C o r p o r a t e

R e s p o n s ib

il it y

[S O

X T

it le

I I I ]

N o .

o f L e tt

e rs

3 5 5

1 2 3

1 9 8

4 2 2

5 1

2 7 8

4 8

5 4

N o .

P o s/

N e u / N

e g

3 2 / 2 9 / 2 9 4

2 1 / 1 3 / 8 9

1 7 6 / 1 4 / 8

3 3 7 / 3 9 / 4 6

2 0 / 6 / 2 5

2 4 / 2 8 / 2 2 6

2 9 / 8 / 1 1

1 4 / 3 / 3 7

P c t.

P o s/

N e u / N

e g

9 / 8 / 8 3

1 7 / 1 1 / 7 2

8 9 / 7 / 4

8 0 / 9 / 1 1

3 9 / 1 2 / 4 9

9 / 1 0 / 8 1

6 0 / 1 7 / 2 3

2 6 / 6 / 6 9

B re

a k -d

o w

n o f L e tt

e rs

S u b m

it te

d o n

C o rp

o ra

te R

e sp

o n si

b il it y

R u le

s:

S ta

n d a rd

s R

e la

ti n g

T o

L is

te d

C o m

p a n y

A u d it

C o m

m it te

e s

N o .

o f L e tt

e rs

8 1

2 3

9 6

1 4

2 7

1 1 5

N o .

P o s/

N e u / N

e g

4 / 5 / 7 2

4 / 1 / 1 8

8 / 1 / 0

4 / 1 / 1

5 / 4 / 5

1 / 3 / 2 3

1 / 0 / 0

2 / 1 / 1 2

[S O

X S e c ti

o n

3 0 1 :

P u b li c

C o m

p a n y

A u d it

C o m

m it

te e s]

C e rt

ifi c a ti o n

o f D

is c lo

su re

in C

o m

p a n ie

s’ Q

u a rt

e rl

y a n d

A n n u a l R

e p o rt

s

N o .

o f L e tt

e rs

1 9

1 4

2 5 2

5 2 3

1 3

N o .

P o s/

N e u / N

e g

4 / 1 / 1 4

3 / 0 / 1 1

1 / 0 / 1

4 9 / 2 / 1

1 / 1 / 3

3 / 2 / 1 8

1 / 0 / 0

0 / 0 / 3

[S O

X S e c ti

o n

3 0 2 :

C o rp

o ra

te R

e sp

o n si

b il it y

F o r

F in

a n c ia

l R

e p o rt

s]

C e rt

ifi c a ti

o n

o f D

is c lo

su re

in C

e rt

a in

E x ch

a n g e

A c t

R e p o rt

s

N o .

o f L e tt

e rs

1 1

0 0

1 4

1 0

N o .

P o s/

N e u / N

e g

0 / 0 / 1

0 / 0 / 1

- -

1 / 0 / 0

1 / 1 / 2

1 / 0 / 0

- [S

O X

S e c ti

o n

3 0 2 :

C o rp

o ra

te R

e sp

o n si

b il it y

fo r

F in

a n c ia

l R

e p o rt

s] [S

O X

S e c ti

o n

9 0 6 :

C o rp

o ra

te R

e sp

o n si

b il it y

fo r

F in

a n c ia

l R

e p o rt

s]

Im p ro

p e r

In fl u e n c e

o n

C o n d u c t

o f A

u d it s

N o .

o f L e tt

e rs

6 7

2 1 4

1 0

9 0

1 N

o .

P o s/

N e u / N

e g

0 / 1 / 5

1 / 0 / 6

2 / 0 / 0

1 4 / 0 / 0

7 / 0 / 3

0 / 1 / 8

- 0 / 0 / 1

[S O

X S e c ti

o n

3 0 3 :

Im p ro

p e r

In fl u e n c e

o n

C o n d u c t

o f A

u d it

s] c o n ti

n u e d

o n

n e x t

p a g e

38

C o m

m e n t e r :

C o r p o r a t io

n N

o n -I

n v e s t o r

G r o u p

I n v e s t o r

G r o u p

I n d iv

id u a l

A c c o u n t a n t

L a w

y e r

A c a d e m

ic O

t h e r

R e te

n ti

o n

o f R

e c o rd

s R

e le

v a n t

to A

u d it

s a n d

R e v ie

w s

N o .

o f L e tt

e rs

3 1

1 3

1 6

1 0

3 N

o .

P o s/

N e u / N

e g

2 / 1 / 0

0 / 0 / 1

1 / 0 / 0

2 / 1 / 0

3 / 1 / 1 2

0 / 0 / 1

- 0 / 1 / 2

[S O

X S e c ti o n

8 0 2 :

C ri

m in

a l P e n a lt ie

s fo

r A

lt e ri

n g

D o c u m

e n ts

]

In si

d e r

T ra

d e s

D u ri

n g

P e n si

o n

F u n d

B la

ck o u t

P e ri

o d s

N o .

o f L e tt

e rs

3 4

2 1

1 7

0 0

N o .

P o s/

N e u / N

e g

1 / 1 / 1

1 / 0 / 3

1 / 1 / 0

1 / 0 / 0

1 / 0 / 0

0 / 4 / 3

- -

[S O

X S e c ti o n

3 0 6 :

In si

d e r

T ra

d e s

D u ri

n g

P e n si

o n

F u n d

B la

ck o u t]

Im p le

m e n ta

ti o n

o f S ta

n d a rd

s o f P

ro fe

ss io

n a l C

o n d u c t

fo r

A tt

o rn

e y s:

U p

th e

L a d d e r

P ro

v is

io n

N o .

o f L e tt

e rs

2 6

1 0

4 2 2

1 1 1 6

1 9

6 N

o .

P o s/

N e u / N

e g

2 / 2 / 2 2

2 / 0 / 8

2 / 1 / 1

1 3 / 7 / 2

1 / 0 / 0

1 0 / 8 / 9 8

1 2 / 3 / 4

0 / 0 / 6

[S O

X S e c ti

o n

3 0 7 :

R u le

s O

f P

ro fe

ss io

n a l R

e sp

o n si

b il it y

fo r

A tt

o rn

e y s]

Im p le

m e n ta

ti o n

o f S ta

n d a rd

s o f P

ro fe

ss io

n a l C

o n d u c t

fo r

A tt

o rn

e y s:

N o is

y -W

it h d ra

w a l

N o .

o f L e tt

e rs

2 3

5 2

2 0

4 6

4 2

N o .

P o s/

N e u / N

e g

2 / 2 / 1 9

0 / 0 / 5

1 / 0 / 1

2 / 0 / 0

- 2 / 1 / 4 3

3 / 0 / 1

1 / 0 / 1

[S O

X S e c ti

o n

3 0 7 :

R u le

s o f P

ro fe

ss io

n a l R

e sp

o n si

b il it y

fo r

A tt

o rn

e y s]

L e tt

e rs

c o m

m e n ti n g

o n

N Y

S E

A n d

N A

S D

A Q

R u le

s (N

o t

P a rt

o f S O

X It

se lf )

N Y

S E

a n d

N A

S D

R u le

m a k in

g :

N e w

S ta

n d a rd

s a n d

C h a n g e s

in C

o rp

o ra

te G

o v e rn

a n c e

a n d

P ra

c ti c e s

o f L is

te d

C o m

p a n ie

s

N o .

o f L e tt

e rs

2 5

1 7

1 5

1 8

2 3

N o .

P o s/

N e u / N

e g

3 / 3 / 1 9

1 / 8 / 8

1 1 / 0 / 0

4 / 0 / 1

0 / 0 / 1

0 / 2 / 6

1 / 0 / 1

2 / 0 / 1

N Y

S E

a n d

N A

S D

R u le

m a k in

g :

S h a re

h o ld

e r

A p p ro

v a l o f E

q u it y

C o m

p e n sa

ti o n

P la

n s

a n d

th e

V o ti

n g

o f P

ro x ie

s

N o .

o f L e tt

e rs

4 4

1 5

4 0

3 0

0 N

o .

P o s/

N e u / N

e g

0 / 1 / 3

2 / 0 / 2

1 2 / 3 / 0

4 / 0 / 0

- 0 / 1 / 2

- -

L e tt

e rs

C o m

m e n ti

n g

o n

O th

e r

R e la

te d

S E

C R

u le

s (N

o t

P a rt

o f S O

X It

se lf )

S e c u ri

ty H

o ld

e r

D ir

e c to

r N

o m

in a ti

o n s

N o .

o f L e tt

e rs

1 6 4

3 7

1 5 0

3 1 3

2 3 4

2 0

2 1

N o .

P o s/

N e u / N

e g

1 4 / 1 2 / 1 3 8

7 / 4 / 2 6

1 3 7 / 8 / 5

2 4 4 / 2 8 / 4 1

1 / 0 / 1

7 / 5 / 2 2

1 0 / 5 / 5

9 / 1 / 1 1

[S O

X S e c ti

o n

1 0 3 :

A u d it

in g , Q

u a li ty

C o n tr

o l,

a n d

In d e p e n d e n c e

S ta

n d a rd

s a n d

R u le

s] [S

O X

S e c ti

o n

4 0 4 :

M a n a g e m

e n t

A ss

e ss

m e n t

o f In

te rn

a l C

o n tr

o ls

] c o n ti

n u e d

o n

n e x t

p a g e

39

C o m

m e n t e r :

C o r p o r a t io

n N

o n -I

n v e s t o r

G r o u p

I n v e s t o r

G r o u p

I n d iv

id u a l

A c c o u n t a n t

L a w

y e r

A c a d e m

ic O

t h e r

T o t a l L e t t e r s

C o m

m e n t in

g o n

R u le

s o n

A u d it

o r

I n d e p e n d e n c e

[S O

X T

it le

I I ]

S tr

e n g th

e n in

g T

h e

C o m

m is

si o n ’s

R e q u ir

e m

e n ts

R e g a rd

in g

A u d it o r

In d e p e n d e n c e

N o .

o f L e tt

e rs

5 9

1 6

1 2

1 8

1 2 9

1 4

8 7

N o .

P o s/

N e u / N

e g

9 / 4 / 4 6

1 / 1 / 1 4

1 1 / 0 / 1

7 / 2 / 9

1 1 / 4 / 1 1 4

4 / 1 / 9

5 / 2 / 1

1 / 2 / 4

P c t.

P o s/

N e u / N

e g

1 5 / 7 / 7 8

6 / 6 / 8 8

9 2 / 0 / 8

3 9 / 1 1 / 5 0

9 / 3 / 8 8

2 9 / 7 / 6 4

6 3 / 2 5 / 1 3

1 4 / 2 9 / 5 7

[S O

X : S e c ti o n

2 0 1 -2

0 7 ; A

u d it o r

In d e p e n d e n c e ]

40

Table II:

Characteristics of Publicly Traded Firms that Did and Did not Lobby the SEC

This table presents firm characteristics for companies who did and did not lobby against the proposed SOX-related SEC

rule releases. Panel A examines the characteristics of both lobbying and non-lobbying companies with regards to the rules on

Enhanced Financial Disclosure and the PCAOB proposed and implemented by the SEC. Panel B examines the characteristics of

both lobbying and non-lobbying companies with regards to the corporate responsibility rules proposed and implemented by the

SEC. Panel C examines the characteristics of both lobbying and non-lobbying companies with regards to Auditor Independence

rules proposed and implemented by the SEC. We present the mean, standard deviation and the p-value for a t-test for no

differences in means between lobbyers and non-lobbyers. Firm market capitalization is expressed in MM $ and calculated for

the end of week 6 of 2002 (Friday, February 8th). Book-to-market equity is calculated using book equity for the fiscal year

ending in 2001 and market equity for the end of week 6 of 2002; this variable is winsorized at the top 2 and bottom 2 percentiles.

Total assets (COMPUSTAT item 6) is expressed in MM $ and is calculated in year 2001. Number of years the firm has been

public is the number of years the firm has been publicly traded as of 2002; we cap this variable at 30, because firms traded

in NASDAQ are covered in CRSP only since 1972. Net Income (COMPUSTAT item 172) over sales (COMPUSTAT item

12) is calculated as of year 2000; we use 2000 (as opposed to 2001) since 2001 income may only be disclosed in early 2002

and could thus directly affect returns; this variable is winsorized at the top 2 and bottom 2 percentiles. Governance Index

is the firm’s Gompers, Ishii and Metrick (2003) index calculated in year 2000. PAC is an indicator variable equal to one if

the firm has a Political Action Committee that was registered with the Federal Election Commission’s during the 1999-2000

period. Past Lobbying on Compensation Rules is an indicator variable equal to one if the firm has lobbied against the 1992

revision of executive compensation disclosure rules adopted by the SEC (See Lo, 2003). Past Lobbying on Proxy Rules is an

indicator variable equal to one if the firm has lobbied against the new rules on proxy fights adopted by the SEC in 1992 (See

Lo, 2003). Fraction of shares outstanding owned by institutions is calculated for the year 2001 based on Thompson Financial’s

CDA/Spectrum Institutional (13f) Holdings. Number of business segments is calculated using the COMPUSTAT Segments

data for year 2001. Number of geographical segments is calculated using the COMPUSTAT Segments data for year 2001.

Fraction of shares outstanding owned by executives is calculated including all the shared owned by the executives (generally

the top 5) included in Execucomp for year 2001. Audit fees are expressed in MM $ and calculated in year 2001. Finally, the

table reports the summary statistics for Standard Industrial Classification code (indicator variables).

41

P a n e l A

: E

n h a n c e d

F in

a n c ia

l D

is c lo

su re

a n d

P C

A O

B

L o b b y e rs

N o n -L

o b b y e rs

N M

e d ia

n M

e a n

S td

. D

e v .

N M

e d ia

n M

e a n

S td

. D

e v .

p -v

a lu

e s

T o ta

l A

ss e ts

($ M

) 1 9 0

6 ,9

9 2

5 4 ,7

3 2

1 3 8 ,5

9 8

6 ,1

2 4

2 5 7

3 ,3

2 5

2 4 ,1

7 2

0 .0

0 0

N u m

b e r

o f y e a rs

th e

fi rm

h a s

b e e n

p u b li c

1 9 6

1 9 .0

0 0

1 8 .8

9 3

1 1 .0

2 7

6 ,9

7 5

8 .0

0 0

1 0 .9

2 7

8 .9

4 2

0 .0

0 0

N e t

In c o m

e / S a le

s (Y

e a r

2 0 0 0 )

1 8 8

0 .0

9 4

0 .1

0 9

0 .1

0 7

5 ,8

3 7

0 .0

3 3

-0 .4

9 3

2 .0

6 1

0 .0

0 0

G o v e rn

a n c e

In d e x

1 1 5

1 0 .0

0 0

9 .7

3 9

2 .7

8 2

1 ,1

9 2

9 .0

0 0

8 .8

5 1

2 .6

9 2

0 .0

0 1

P o li ti

c a l A

c ti

o n

C o m

m it

te e

(P A

C )

(i n d ic

a to

r) 1 9 6

0 .0

0 0

0 .4

3 4

0 .4

9 7

6 ,9

7 7

0 .0

0 0

0 .0

7 4

0 .2

6 2

0 .0

0 0

P a st

L o b b y in

g o n

C o m

p e n sa

ti o n

R u le

s (i n d ic

a to

r) 1 9 6

0 .0

0 0

0 .1

2 2

0 .3

2 9

6 ,9

7 7

0 .0

0 0

0 .0

1 0

0 .1

0 2

0 .0

0 0

P a st

L o b b y in

g o n

P ro

x y

R u le

s (i

n d ic

a to

r) 1 9 6

0 .0

0 0

0 .0

7 7

0 .2

6 7

6 ,9

7 7

0 .0

0 0

0 .0

0 5

0 .0

7 3

0 .0

0 0

F ra

c ti

o n

o f sh

a re

s o w

n e d

b y

in st

it u ti

o n s

1 9 3

0 .5

3 7

0 .4

7 3

0 .2

7 0

6 ,7

4 2

0 .2

1 9

0 .3

0 2

0 .2

8 0

0 .0

0 0

N u m

b e r

o f b u si

n e ss

se g m

e n ts

in 2 0 0 1

1 2 9

4 .0

0 0

3 .5

2 7

2 .1

2 5

5 ,0

5 0

1 .0

0 0

2 .1

5 9

1 .6

1 3

0 .0

0 0

N u m

b e r

o f g e o g ra

p h ic

h se

g m

e n ts

in 2 0 0 1

1 3 2

2 .0

0 0

2 .8

3 3

1 .7

1 7

4 ,1

7 8

2 .0

0 0

2 .5

9 5

1 .9

5 9

0 .1

6 6

F ra

c ti

o n

o f sh

a re

s o w

n e d

b y

e x e c u ti

v e s

1 2 9

0 .0

0 5

0 .0

2 2

0 .0

4 3

1 ,4

8 5

0 .0

1 1

0 .0

4 5

0 .0

8 5

0 .0

0 2

A u d it

F e e s

in 2 0 0 1

($ M

) 1 6 2

0 .7

3 4

2 .2

8 8

3 .8

7 5

5 ,1

1 5

0 .1

6 8

0 .4

0 1

0 .9

8 3

0 .0

0 0

M a rk

e t

C a p it a li z a ti o n

($ M

) 1 9 6

2 ,7

0 3

1 6 ,7

8 5

4 0 ,0

9 8

6 ,9

7 7

1 1 9

1 ,0

9 9

6 ,1

7 2

0 .0

0 0

B o o k -t

o -M

a rk

e t

R a ti

o 1 8 5

0 .5

0 3

1 .5

0 0

4 .4

9 7

5 ,8

6 9

0 .6

3 0

1 .3

4 0

3 .2

5 9

0 .5

1 4

A g ri

c u lt

u re

, F o re

st ry

, A

n d

F is

h in

g (S

IC =

0 )

1 9 6

0 .0

0 0

0 .0

0 0

0 .0

0 0

6 ,9

7 7

0 .0

0 0

0 .0

0 2

0 .0

4 6

0 .5

1 6

M in

in g

(S IC

= 1 )

1 9 6

0 .0

0 0

0 .0

4 6

0 .2

1 0

6 ,9

7 7

0 .0

0 0

0 .0

4 7

0 .2

1 1

0 .9

6 5

C o n st

ru c ti o n

(S IC

= 2 )

1 9 6

0 .0

0 0

0 .1

5 8

0 .3

6 6

6 ,9

7 7

0 .0

0 0

0 .1

1 3

0 .3

1 6

0 .0

4 8

M a n u fa

c tu

ri n g

(S IC

= 3 )

1 9 6

0 .0

0 0

0 .1

8 9

0 .3

9 2

6 ,9

7 7

0 .0

0 0

0 .2

2 6

0 .4

1 8

0 .2

2 1

T ra

n sp

., C

o m

m u n .,

E le

c .,

G a s,

a n d

S a n it

a ry

S e rv

. (S

IC =

4 )

1 9 6

0 .0

0 0

0 .0

9 2

0 .2

9 0

6 ,9

7 7

0 .0

0 0

0 .0

8 0

0 .2

7 1

0 .5

3 7

W h o le

sa le

T ra

d e

(S IC

= 5 )

1 9 6

0 .0

0 0

0 .0

6 1

0 .2

4 0

6 ,9

7 7

0 .0

0 0

0 .0

8 3

0 .2

7 5

0 .2

8 0

R e ta

il T ra

d e

(S IC

= 6 )

1 9 6

0 .0

0 0

0 .3

9 3

0 .4

9 0

6 ,9

7 7

0 .0

0 0

0 .2

6 4

0 .4

4 1

0 .0

0 0

F in

a n c e , In

su ra

n c e , A

n d

R e a l E

st a te

(S IC

= 7 )

1 9 6

0 .0

0 0

0 .0

5 6

0 .2

3 1

6 ,9

7 7

0 .0

0 0

0 .1

4 0

0 .3

4 7

0 .0

0 1

S e rv

ic e s

(S IC

= 8 )

1 9 6

0 .0

0 0

0 .0

0 5

0 .0

7 1

6 ,9

7 7

0 .0

0 0

0 .0

4 7

0 .2

1 1

0 .0

0 6

P u b li c

A d m

in is

tr a ti o n

(S IC

= 9 )

1 9 6

0 .0

0 0

0 .0

0 0

0 .0

0 0

6 ,9

7 7

0 .0

0 0

0 .0

0 0

0 .0

1 2

0 .8

6 7

42

P a n e l B

: C

o rp

o ra

te R

e sp

o n si

b il it y

L o b b y e rs

N o n -L

o b b y e rs

N M

e d ia

n M

e a n

S td

. D

e v .

N M

e d ia

n M

e a n

S td

. D

e v .

p -v

a lu

e s

T o ta

l A

ss e ts

($ M

) 9 4

2 3 ,3

3 3

8 1 ,9

5 0

1 6 4 ,0

1 7

6 ,1

2 4

2 5 7

3 ,3

2 5

2 4 ,1

7 2

0 .0

0 0

N u m

b e r

o f y e a rs

th e

fi rm

h a s

b e e n

p u b li c

9 8

1 5 .5

0 0

1 5 .5

5 1

1 1 .8

9 8

6 ,9

7 5

8 .0

0 0

1 0 .9

2 7

8 .9

4 2

0 .0

0 0

N e t

In c o m

e / S a le

s (Y

e a r

2 0 0 0 )

9 0

0 .0

8 8

0 .1

0 6

0 .1

1 0

5 ,8

3 7

0 .0

3 3

-0 .4

9 3

2 .0

6 1

0 .0

0 6

G o v e rn

a n c e

In d e x

3 4

1 0 .0

0 0

9 .8

8 2

2 .4

3 4

1 ,1

9 2

9 .0

0 0

8 .8

5 1

2 .6

9 2

0 .0

2 7

P o li ti

c a l A

c ti

o n

C o m

m it

te e

(P A

C )

(i n d ic

a to

r) 9 8

0 .0

0 0

0 .3

4 7

0 .4

7 8

6 ,9

7 7

0 .0

0 0

0 .0

7 4

0 .2

6 2

0 .0

0 0

P a st

L o b b y in

g o n

C o m

p e n sa

ti o n

R u le

s (i n d ic

a to

r) 9 8

0 .0

0 0

0 .1

2 2

0 .3

2 9

6 ,9

7 7

0 .0

0 0

0 .0

1 0

0 .1

0 2

0 .0

0 0

P a st

L o b b y in

g o n

P ro

x y

R u le

s (i

n d ic

a to

r) 9 8

0 .0

0 0

0 .1

3 3

0 .3

4 1

6 ,9

7 7

0 .0

0 0

0 .0

0 5

0 .0

7 3

0 .0

0 0

F ra

c ti

o n

o f sh

a re

s o w

n e d

b y

in st

it u ti

o n s

9 4

0 .2

3 0

0 .2

8 8

0 .2

7 7

6 ,7

4 2

0 .2

1 9

0 .3

0 2

0 .2

8 0

0 .6

1 7

N u m

b e r

o f b u si

n e ss

se g m

e n ts

in 2 0 0 1

7 4

4 .0

0 0

3 .8

9 2

2 .1

4 3

5 ,0

5 0

1 .0

0 0

2 .1

5 9

1 .6

1 3

0 .0

0 0

N u m

b e r

o f g e o g ra

p h ic

h se

g m

e n ts

in 2 0 0 1

7 3

4 .0

0 0

3 .7

2 6

2 .6

1 0

4 ,1

7 8

2 .0

0 0

2 .5

9 5

1 .9

5 9

0 .0

0 0

F ra

c ti

o n

o f sh

a re

s o w

n e d

b y

e x e c u ti

v e s

4 0

0 .0

0 2

0 .0

1 5

0 .0

4 2

1 ,4

8 5

0 .0

1 1

0 .0

4 5

0 .0

8 5

0 .0

2 6

A u d it

F e e s

in 2 0 0 1

($ M

) 4 6

2 .6

2 9

4 .9

3 7

5 .8

7 5

5 ,1

1 5

0 .1

6 8

0 .4

0 1

0 .9

8 3

0 .0

0 0

M a rk

e t

C a p it a li z a ti o n

($ M

) 9 8

2 ,6

6 2

2 1 ,9

6 8

5 7 ,5

0 9

6 ,9

7 7

1 1 9

1 ,0

9 9

6 ,1

7 2

0 .0

0 0

B o o k -t

o -M

a rk

e t

R a ti

o 8 3

0 .6

0 6

4 .4

2 9

9 .4

3 1

5 ,8

6 9

0 .6

3 0

1 .3

4 0

3 .2

5 9

0 .0

0 0

A g ri

c u lt

u re

, F o re

st ry

, A

n d

F is

h in

g (S

IC =

0 )

9 8

0 .0

0 0

0 .0

0 0

0 .0

0 0

6 ,9

7 7

0 .0

0 0

0 .0

0 2

0 .0

4 6

0 .6

4 6

M in

in g

(S IC

= 1 )

9 8

0 .0

0 0

0 .0

7 1

0 .2

5 9

6 ,9

7 7

0 .0

0 0

0 .0

4 7

0 .2

1 1

0 .2

4 8

C o n st

ru c ti o n

(S IC

= 2 )

9 8

0 .0

0 0

0 .1

4 3

0 .3

5 2

6 ,9

7 7

0 .0

0 0

0 .1

1 3

0 .3

1 6

0 .3

4 9

M a n u fa

c tu

ri n g

(S IC

= 3 )

9 8

0 .0

0 0

0 .2

6 5

0 .4

4 4

6 ,9

7 7

0 .0

0 0

0 .2

2 6

0 .4

1 8

0 .3

5 3

T ra

n sp

., C

o m

m u n .,

E le

c .,

G a s,

a n d

S a n it

a ry

S e rv

. (S

IC =

4 )

9 8

0 .0

0 0

0 .1

7 3

0 .3

8 1

6 ,9

7 7

0 .0

0 0

0 .0

8 0

0 .2

7 1

0 .0

0 1

W h o le

sa le

T ra

d e

(S IC

= 5 )

9 8

0 .0

0 0

0 .0

4 1

0 .1

9 9

6 ,9

7 7

0 .0

0 0

0 .0

8 3

0 .2

7 5

0 .1

3 4

R e ta

il T ra

d e

(S IC

= 6 )

9 8

0 .0

0 0

0 .2

6 5

0 .4

4 4

6 ,9

7 7

0 .0

0 0

0 .2

6 4

0 .4

4 1

0 .9

7 7

F in

a n c e , In

su ra

n c e , A

n d

R e a l E

st a te

(S IC

= 7 )

9 8

0 .0

0 0

0 .0

4 1

0 .1

9 9

6 ,9

7 7

0 .0

0 0

0 .1

4 0

0 .3

4 7

0 .0

0 5

S e rv

ic e s

(S IC

= 8 )

9 8

0 .0

0 0

0 .0

0 0

0 .0

0 0

6 ,9

7 7

0 .0

0 0

0 .0

4 7

0 .2

1 1

0 .0

2 8

P u b li c

A d m

in is

tr a ti o n

(S IC

= 9 )

9 8

0 .0

0 0

0 .0

0 0

0 .0

0 0

6 ,9

7 7

0 .0

0 0

0 .0

0 0

0 .0

1 2

0 .9

0 6

43

P a n e l C

: A

u d it o r

In d e p e n d e n c e

L o b b y e rs

N o n -L

o b b y e rs

N M

e d ia

n M

e a n

S td

. D

e v .

N M

e d ia

n M

e a n

S td

. D

e v .

p -v

a lu

e s

T o ta

l A

ss e ts

($ M

) 3 1

2 0 ,8

0 9

8 7 ,5

5 6

1 6 3 ,9

9 3

6 ,1

2 4

2 5 7

3 ,3

2 5

2 4 ,1

7 2

0 .7

9 6

N u m

b e r

o f y e a rs

th e

fi rm

h a s

b e e n

p u b li c

3 1

3 0 .0

0 0

1 8 .5

1 6

1 2 .8

6 8

6 ,9

7 5

8 .0

0 0

1 0 .9

2 7

8 .9

4 2

0 .2

1 9

N e t

In c o m

e / S a le

s (Y

e a r

2 0 0 0 )

3 1

0 .0

9 8

0 .1

0 1

0 .1

1 2

5 ,8

3 7

0 .0

3 3

-0 .4

9 3

2 .0

6 1

0 .7

7 4

G o v e rn

a n c e

In d e x

3 1

1 0 .0

0 0

9 .8

5 7

2 .6

3 2

1 ,1

9 2

9 .0

0 0

8 .8

5 1

2 .6

9 2

0 .9

9 9

P o li ti

c a l A

c ti

o n

C o m

m it

te e

(P A

C )

(i n d ic

a to

r) 3 1

1 .0

0 0

0 .6

4 5

0 .4

8 6

6 ,9

7 7

0 .0

0 0

0 .0

7 4

0 .2

6 2

0 .7

5 6

P a st

L o b b y in

g o n

C o m

p e n sa

ti o n

R u le

s (i n d ic

a to

r) 3 1

0 .0

0 0

0 .2

5 8

0 .4

4 5

6 ,9

7 7

0 .0

0 0

0 .0

1 0

0 .1

0 2

0 .3

5 1

P a st

L o b b y in

g o n

P ro

x y

R u le

s (i

n d ic

a to

r) 3 1

0 .0

0 0

0 .1

9 4

0 .4

0 2

6 ,9

7 7

0 .0

0 0

0 .0

0 5

0 .0

7 3

0 .2

5 3

F ra

c ti

o n

o f sh

a re

s o w

n e d

b y

in st

it u ti

o n s

3 1

0 .5

9 9

0 .5

2 2

0 .2

6 1

6 ,7

4 2

0 .2

1 9

0 .3

0 2

0 .2

8 0

0 .2

2 8

N u m

b e r

o f b u si

n e ss

se g m

e n ts

in 2 0 0 1

3 1

4 .0

0 0

4 .6

0 0

2 .7

9 8

5 ,0

5 0

1 .0

0 0

2 .1

5 9

1 .6

1 3

0 .7

0 3

N u m

b e r

o f g e o g ra

p h ic

h se

g m

e n ts

in 2 0 0 1

3 1

4 .0

0 0

3 .9

5 0

2 .0

8 9

4 ,1

7 8

2 .0

0 0

2 .5

9 5

1 .9

5 9

0 .9

4 7

F ra

c ti

o n

o f sh

a re

s o w

n e d

b y

e x e c u ti

v e s

3 0

0 .0

0 1

0 .0

0 4

0 .0

0 4

1 ,4

8 5

0 .0

1 1

0 .0

4 5

0 .0

8 5

0 .0

0 0

A u d it

F e e s

in 2 0 0 1

($ M

) 3 1

2 .7

0 3

4 .7

9 3

6 .3

0 4

5 ,1

1 5

0 .1

6 8

0 .4

0 1

0 .9

8 3

0 .0

0 0

M a rk

e t

C a p it a li z a ti o n

($ M

) 3 1

6 ,9

0 2

3 8 ,9

4 7

8 2 ,7

1 5

6 ,9

7 7

1 1 9

1 ,0

9 9

6 ,1

7 2

0 .0

0 0

B o o k -t

o -M

a rk

e t

R a ti

o 2 9

0 .5

4 6

1 .7

6 6

5 .1

0 1

5 ,8

6 9

0 .6

3 0

1 .3

4 0

3 .2

5 9

0 .4

8 4

A g ri

c u lt

u re

, F o re

st ry

, A

n d

F is

h in

g (S

IC =

0 )

2 9

0 .0

0 0

0 .0

0 0

0 .0

0 0

6 ,9

7 7

0 .0

0 0

0 .0

0 2

0 .0

4 6

0 .1

2 0

M in

in g

(S IC

= 1 )

2 1

0 .0

0 0

0 .0

0 0

0 .0

0 0

6 ,9

7 7

0 .0

0 0

0 .0

4 7

0 .2

1 1

0 .0

9 0

C o n st

ru c ti o n

(S IC

= 2 )

3 1

0 .0

0 0

0 .1

2 9

0 .3

4 1

6 ,9

7 7

0 .0

0 0

0 .1

1 3

0 .3

1 6

0 .0

0 0

M a n u fa

c tu

ri n g

(S IC

= 3 )

3 1

0 .0

0 0

0 .2

2 6

0 .4

2 5

6 ,9

7 7

0 .0

0 0

0 .2

2 6

0 .4

1 8

0 .0

0 0

T ra

n sp

., C

o m

m u n .,

E le

c .,

G a s,

a n d

S a n it

a ry

S e rv

. (S

IC =

4 )

3 1

0 .0

0 0

0 .0

6 5

0 .2

5 0

6 ,9

7 7

0 .0

0 0

0 .0

8 0

0 .2

7 1

0 .0

0 0

W h o le

sa le

T ra

d e

(S IC

= 5 )

3 0

0 .0

0 0

0 .1

2 9

0 .3

4 1

6 ,9

7 7

0 .0

0 0

0 .0

8 3

0 .2

7 5

0 .0

0 0

R e ta

il T ra

d e

(S IC

= 6 )

2 0

0 .0

0 0

0 .3

5 5

0 .4

8 6

6 ,9

7 7

0 .0

0 0

0 .2

6 4

0 .4

4 1

0 .0

0 0

F in

a n c e , In

su ra

n c e , A

n d

R e a l E

st a te

(S IC

= 7 )

2 0

0 .0

0 0

0 .0

6 5

0 .2

5 0

6 ,9

7 7

0 .0

0 0

0 .1

4 0

0 .3

4 7

0 .0

0 2

S e rv

ic e s

(S IC

= 8 )

2 2

0 .0

0 0

0 .0

3 2

0 .1

8 0

6 ,9

7 7

0 .0

0 0

0 .0

4 7

0 .2

1 1

0 .0

2 3

P u b li c

A d m

in is

tr a ti o n

(S IC

= 9 )

2 4

0 .0

0 0

0 .0

0 0

0 .0

0 0

6 ,9

7 7

0 .0

0 0

0 .0

0 0

0 .0

1 2

0 .0

0 0

44

Table III:

Predictability of Lobbying by Corporate Insiders

The table presents the results of probit analysis of the likelihood of a company lobbying against SOX-related SEC rule

releases. In columns (1),(2), and (3) the dependent variable is an indicator taking the value of one if the firm lobbied against

one or more of the rules on Enhanced Financial Disclosure and PCAOB proposed and implemented by the SEC, and zero

otherwise. In columns (4),(5), and (6) the dependent variable is an indicator taking the value of one if the firm lobbied against

one or more of the rules on Corporate Responsibility proposed and implemented by the SEC, and zero otherwise. In columns

(7), (8), and (9) the dependent variable is an indicator taking the value of one if the firm lobbied against one or more of the

rules Auditors Independence proposed and implemented by the SEC, and zero otherwise. In Log of Market Capitalization is

calculated at the end of week 6 of 2002 (Friday, February 8th). Book-to-Market Ratio is calculated using book equity for the

fiscal year ending in 2001 and market equity for the end of week 6 of 2002 (Friday, February 8th). Total assets (COMPUSTAT

item 6) is expressed in MM $ and it is calculated at the end of 2001. Number of years the firm has been public is the number of

years the firm has been publicly traded as of 2002; we cap this variable at 30, because firms traded in NASDAQ are covered in

CRSP only since 1972. Net Income (COMPUSTAT item 172) over sales (COMPUSTAT item 12) is calculated as of year 2000;

we use 2000 (as opposed to 2001) since 2001 income may only be disclosed in early 2002 and could thus directly affect returns;

this variable is winsorized at the top 2 and bottom 2 percentiles. Governance Index is the firm’s Gompers, Ishii and Metrick

(2003) index calculated in year 2000 (Higher values of the governance index indicate more entrenched management and lower

shareholder power). PAC is an indicator variable equal to one if the firm has a Political Action Committee that was registered

with the Federal Election Commission’s during the 1999-2000 period; Past Lobbying on Compensation Rules is an indicator

variable equal to one if the firm has lobbied against the 1992 revision of executive compensation disclosure rules adopted by

the SEC (see Lo, 2003). Past Lobbying on Proxy Rules is an indicator variable equal to one if the firm has lobbied against the

new rules on proxy fights adopted by the SEC in 1992 (see Lo, 2003). Fraction of shares outstanding owned by institutions is

calculated in year 2001 using Thompson Financial’s CDA/Spectrum Institutional (13f) Holdings. Number of business segments

is calculated using the COMPUSTAT Segments data for year 2001. Number of geographical segments is calculated using the

COMPUSTAT Segments data for year 2001. Fraction of shares outstanding owned by executives is calculated including all

the shared owned by the executives (generally the top 5) included in Execucomp for year 2001. The logarithm of the firm’s

audit fees (expressed in MM $) is calculated in year 2001. Finally, all the regressions include indicator variables for Standard

Industrial Classification code. All tests use White (1980) heteroscedasticity-consistent robust standard errors.

45

L o b b ie

d a g a in

st F in

a n c ia

l L o b b ie

d a g a in

st L o b b ie

d a g a in

st D

is c lo

su re

a n d

P C

A O

B C

o rp

o ra

te R

e sp

o n si

b il it y

A u d it

o r

In d e p e n d e n c e

(1 )

(2 )

(3 )

(4 )

(5 )

(6 )

(7 )

(8 )

(9 )

L o g

o f T o ta

l A

ss e ts

($ M

) 0 .2

6 8 0 * * *

0 .2

4 9 6 * * *

0 .3

2 7 1 * * *

0 .2

7 7 9 * * *

0 .1

9 4 2 * * *

0 .1

5 0 6

(0 .0

3 0 6 )

(0 .0

4 7 8 )

(0 .0

3 7 6 )

(0 .0

5 5 6 )

(0 .0

6 3 4 )

(0 .0

9 7 5 )

# o f y e a rs

p u b li c

fi rm

0 .0

0 8 4 *

0 .0

0 8 1 *

-0 .0

0 0 1

-0 .0

0 1 0

-0 .0

1 6 5

-0 .0

1 7 6 *

(0 .0

0 4 5 )

(0 .0

0 4 5 )

(0 .0

0 6 4 )

(0 .0

0 6 5 )

(0 .0

1 0 5 )

(0 .0

1 0 6 )

N e t

In c o m

e / S a le

s (2

0 0 0 )

1 .2

2 7 3 * * *

1 .0

4 6 2 * * *

1 .2

2 9 1 * * *

0 .9

5 1 9 * *

1 .4

2 8 1 *

1 .1

0 6 1

(0 .3

4 5 0 )

(0 .3

5 7 1 )

(0 .4

4 6 6 )

(0 .4

4 7 9 )

(0 .8

2 4 6 )

(0 .8

6 1 6 )

G o v e rn

a n c e

In d e x

0 .0

2 4 9

0 .0

2 7 8

0 .0

5 4 5

0 .0

6 1 5 *

0 .0

4 2 7

0 .0

4 7 3

(0 .0

2 0 5 )

(0 .0

2 0 6 )

(0 .0

3 5 9 )

(0 .0

3 6 3 )

(0 .0

4 2 4 )

(0 .0

4 2 7 )

P o li ti

c a l A

c ti

o n

C o m

m it

te e

0 .1

8 0 8 *

0 .1

5 9 7

0 .0

0 3 2

-0 .0

2 4 2

0 .4

3 0 2 * *

0 .4

1 1 9 *

(0 .1

0 3 0 )

(0 .1

0 3 9 )

(0 .1

6 1 0 )

(0 .1

6 2 4 )

(0 .2

0 9 3 )

(0 .2

1 0 4 )

P a st

L o b b y in

g o n

0 .2

0 9 2

0 .1

9 7 6

-0 .2

5 8 0

-0 .2

9 0 6

0 .3

5 4 8

0 .3

5 7 8

C o m

p e n sa

ti o n

R u le

s (0

.1 9 4 0 )

(0 .1

9 4 9 )

(0 .3

1 5 7 )

(0 .3

1 8 8 )

(0 .3

2 2 2 )

(0 .3

2 2 9 )

P a st

L o b b y in

g o n

P ro

x y

R u le

s -0

.1 4 6 6

-0 .1

6 1 4

0 .8

3 2 2 * * *

0 .8

4 5 8 * * *

0 .1

1 8 4

0 .0

9 9 5

(0 .2

3 6 7 )

(0 .2

3 7 4 )

(0 .3

1 5 6 )

(0 .3

1 7 4 )

(0 .3

5 6 1 )

(0 .3

5 7 2 )

F ra

c ti

o n

o w

n e d

b y

in st

it u ti

o n s

-0 .0

7 5 8

-0 .1

6 0 7

-1 .1

0 5 1 * * *

-1 .2

8 2 3 * * *

0 .2

0 0 5

0 .1

2 7 0

(0 .1

9 2 2 )

(0 .1

9 7 1 )

(0 .3

2 4 9 )

(0 .3

3 8 7 )

(0 .4

2 1 8 )

(0 .4

2 8 8 )

# o f b u si

n e ss

se g m

e n ts

(2 0 0 1 )

0 .0

1 9 1

0 .0

2 3 5

-0 .0

3 0 3

-0 .0

2 3 4

0 .0

9 3 0 * *

0 .0

9 7 3 * *

(0 .0

2 4 3 )

(0 .0

2 4 4 )

(0 .0

3 1 1 )

(0 .0

3 1 5 )

(0 .0

4 7 3 )

(0 .0

4 7 5 )

# o f g e o g ra

p h ic

se g m

e n ts

(2 0 0 1 )

-0 .0

5 6 4 * *

-0 .0

5 7 2 * *

-0 .0

2 8 7

-0 .0

2 8 1

0 .0

2 4 4

0 .0

2 4 5

(0 .0

2 7 1 )

(0 .0

2 7 2 )

(0 .0

2 9 2 )

(0 .0

2 9 5 )

(0 .0

4 2 6 )

(0 .0

4 3 2 )

F ra

c ti

o n

o w

n e d

b y

e x e c u ti

v e s

-0 .7

9 3 6

-0 .8

0 8 0

-0 .6

2 0 5

-0 .7

7 4 9

-3 4 .2

5 0 1 *

-3 2 .7

8 3 1 *

(0 .8

6 6 2 )

(0 .8

7 2 8 )

(1 .5

6 3 3 )

(1 .6

2 8 2 )

(1 9 .8

0 2 8 )

(1 9 .3

5 5 3 )

L o g

o f A

u d it

F e e s

in 2 0 0 1

($ M

) -0

.0 5 3 6

-0 .0

7 5 6

0 .1

6 5 4 * *

0 .1

3 8 7 *

0 .0

3 9 9

0 .0

1 4 3

(0 .0

4 8 7 )

(0 .0

5 0 1 )

(0 .0

7 5 5 )

(0 .0

7 6 4 )

(0 .1

0 3 7 )

(0 .1

0 5 9 )

L o g

o f M

a rk

e t

C a p it

a li z a ti

o n

0 .2

8 3 4 * * *

0 .0

4 8 3

0 .2

6 8 7 * * *

0 .0

9 0 3 *

0 .2

9 5 9 * * *

0 .0

8 2 6

(0 .0

1 8 1 )

(0 .0

4 2 1 )

(0 .0

2 3 7 )

(0 .0

5 1 1 )

(0 .0

3 7 7 )

(0 .0

8 9 4 )

B o o k -t

o -M

a rk

e t

R a ti

o 0 .0

3 0 3 * * *

-0 .0

0 3 7

0 .0

5 8 8 * * *

0 .0

0 2 2

0 .0

3 6 7 * *

0 .0

0 0 9

(0 .0

0 8 6 )

(0 .0

1 2 3 )

(0 .0

0 7 5 )

(0 .0

1 1 2 )

(0 .0

1 4 7 )

(0 .0

2 4 0 )

C o n st

a n t

-3 .9

2 3 4 * * *

-3 .4

4 5 7 * * *

-4 .1

1 4 9 * * *

-4 .7

6 6 1 * * *

-4 .1

9 7 2 * * *

-5 .0

1 0 6 * * *

-4 .7

9 5 5 * * *

-4 .5

9 9 1 * * *

-5 .0

4 7 0 * * *

(0 .4

0 5 7 )

(0 .1

4 1 2 )

(0 .4

2 1 0 )

(0 .5

7 2 2 )

(0 .2

0 9 8 )

(0 .5

9 0 4 )

(0 .8

9 0 6 )

(0 .3

3 2 6 )

(0 .9

3 2 4 )

In d u st

ry d u m

m ie

s Y

E S

Y E

S Y

E S

Y E

S Y

E S

Y E

S Y

E S

Y E

S Y

E S

O b se

rv a ti o n s

7 3 5 6

7 3 5 6

7 3 5 6

7 3 5 6

7 3 5 6

7 3 5 6

7 3 5 6

7 3 5 6

7 3 5 6

P se

u d o

R -s

q u a re

d 0 .2

6 6 9

0 .2

0 7 6

0 .2

6 9 6

0 .3

5 6 5

0 .2

0 0 8

0 .3

6 2 0

0 .3

3 3 3

0 .2

2 2 4

0 .3

3 6 9

46

Table IV:

Portfolio Analysis: Abnormal Excess Returns During Period Leading Up to Passage of the Sarbanes-Oxley Act of 2002 and the Period from Passage to the End of 2004

The table presents the abnormal excess returns for firms that lobbied against SOX related rules relative to non-lobbying

firms. Panel A reports results for weekly excess returns averaged across lobbying firms. Panel B reports results for weekly

excess returns averaged across firms that are predicted to lobby based on the results of Table III. The first section of the tables

presents the results for firms that lobbied against enhanced financial disclosure and PCAOB rules; the second section of the

tables presents the results for firms that lobbied against corporate responsibility rules; the third section of the tables presents

the results for firms that lobbied against auditor independence rules. Excess returns are calculated for each lobbying firm by

subtracting the return on a portfolio of non-lobbying firms of similar size (columns (1)-(3)) or of similar size and book-to-market

equity (columns (4)-(6)) or of similar size and in the same 1-digit industry category (columns (7)-(9)). Excess returns are then

averaged for each week across the set of lobbying firms. These average excess returns are then regressed either just on a constant

or on a constant and the three market, size and book-to-market factors. This is done first for the 24-week period from week

7 to 30 of 2002 leading up to passage of SOX only (columns (1), (4) and (7)) and then for the period starting with week 7 of

2002 and ending in the last week of 2004 (columns (2)-(3), (5)-(6), and (8)-(9)) with different constant terms allowed for the

lead-up period and for the post-SOX period.

47

Panel A: Lobbyers versus Non-Lobbyers

Dependent variable: r Lobbying Firm Group t − r

Matched Non-Lobbying Firm Group t

Comparison Group Comparison Group Comparison Group Based On 100 Size Based On 25 Size And Based On 25 Size And

Portfolios 5 Book-To-Market 10 1-Digit Industry Portfolios Portfolios

(1) (2) (3) (4) (5) (6) (7) (8) (9)

Enhanced Financial Disclosure and PCAOB αLead-Up 0.0051*** 0.0051*** 0.0049*** 0.0042*** 0.0042*** 0.0040*** 0.0033*** 0.0033*** 0.0035***

(0.0013) (0.0013) (0.0015) (0.0012) (0.0012) (0.0013) (0.0010) (0.0009) (0.0011) αPost 0.0002 0.0005 0.0000 0.0006 0.0003 0.0004

(0.0004) (0.0004) (0.0004) (0.0004) (0.0003) (0.0003) βMarket -0.0425* -0.0823*** 0.0045

(0.0233) (0.0206) (0.0188) βSMB -0.1143*** -0.1161*** -0.0710**

(0.0358) (0.0339) (0.0290) βHML 0.0401 -0.0780 0.0204

(0.0486) (0.0477) (0.0367) N (Weeks) 24 151 151 24 151 151 24 151 151 R2 0.406 0.144 0.259 0.356 0.103 0.295 0.343 0.108 0.154

Corporate Responsibility

αLead-Up 0.0021 0.0021 0.0033 0.0020 0.0020 0.0032* 0.0022 0.0022 0.0036*

(0.0020) (0.0020) (0.0021) (0.0018) (0.0018) (0.0018) (0.0018) (0.0018) (0.0018) αPost -0.0005 -0.0004 -0.0010 -0.0005 -0.0008 -0.0006

(0.0006) (0.0006) (0.0006) (0.0006) (0.0006) (0.0006) βMarket 0.0683** -0.0014 0.0694**

(0.0321) (0.0295) (0.0289) βSMB -0.2117*** -0.1935*** -0.2054***

(0.0504) (0.0471) (0.0498) βHML -0.0017 -0.2056*** -0.0674

(0.0841) (0.0771) (0.0759) N (Weeks) 24 151 151 24 151 151 24 151 151 R2 0.046 0.017 0.166 0.050 0.026 0.218 0.059 0.023 0.198

Auditor Independence

αLead-Up 0.0035* 0.0035* 0.0045** 0.0032 0.0032 0.0048** 0.0027 0.0027 0.0031

(0.0019) (0.0019) (0.0022) (0.0020) (0.0019) (0.0020) (0.0018) (0.0018) (0.0021) αPost 0.0259 0.0303 -0.0024

(0.0324) (0.0330) (0.0319) βMarket -0.1995*** -0.1980*** -0.1906***

(0.0552) (0.0503) (0.0568) βSMB -0.0676 -0.2253*** 0.0087

(0.0784) (0.0833) (0.0674) βHML -0.0002 0.0001 -0.0007 -0.0003 -0.0001 0.0002

(0.0007) (0.0007) (0.0008) (0.0007) (0.0007) (0.0007) N (Weeks) 24 151 151 24 151 151 24 151 151 R2 0.126 0.028 0.130 0.101 0.026 0.193 0.089 0.017 0.099

48

Panel B: Firms Predicted to Lobby versus Non-Lobbyers

Dependent variable: r Predicted to Lobby Firm Group t − r

Matched Non-Lobbying Firm Group t

Comparison Group Comparison Group Comparison Group Based On 100 Size Based On 25 Size And Based On 25 Size And

Portfolios 5 Book-To-Market 10 1-Digit Industry Portfolios Portfolios

(1) (2) (3) (4) (5) (6) (7) (8) (9)

Enhanced Financial Disclosure and PCAOB

αLead-Up 0.0044* 0.0044* 0.0050* 0.0049** 0.0049** 0.0060** 0.0027 0.0027* 0.0037**

(0.0024) (0.0023) (0.0026) (0.0023) (0.0023) (0.0024) (0.0016) (0.0016) (0.0016) αPost -0.0001 0.0002 -0.0003 0.0002 -0.0002 -0.0001

(0.0006) (0.0005) (0.0007) (0.0006) (0.0005) (0.0005) βMarket 0.0296 0.0006 0.0732***

(0.0296) (0.0357) (0.0240) βSMB -0.3162*** -0.3038*** -0.2236***

(0.0538) (0.0515) (0.0386) βHML 0.1441 -0.0993 0.0850

(0.0903) (0.0969) (0.0645) N (Weeks) 24 151 151 24 151 151 24 151 151 R2 0.128 0.045 0.285 0.164 0.053 0.268 0.109 0.031 0.265

Corporate Responsibility

αLead-Up -0.0005 -0.0005 0.0014 0.0020 0.0020 0.0032* 0.0022 0.0022 0.0036*

(0.0027) (0.0027) (0.0027) (0.0018) (0.0018) (0.0018) (0.0018) (0.0018) (0.0018) αPost 0.0007 0.0005 -0.0010 -0.0005 -0.0008 -0.0006

(0.0007) (0.0007) (0.0006) (0.0006) (0.0006) (0.0006) βMarket 0.1534*** -0.0014 0.0694**

(0.0437) (0.0295) (0.0289) βSMB -0.3118*** -0.1935*** -0.2054***

(0.0529) (0.0471) (0.0498) βHML 0.1019 -0.2056*** -0.0674

(0.1125) (0.0771) (0.0759) N (Weeks) 24 151 151 24 151 151 24 151 151 R2 0.001 0.005 0.259 0.050 0.026 0.218 0.059 0.023 0.198

Auditor Independence

αLead-Up 0.0033* 0.0033* 0.0048** 0.0029 0.0029* 0.0047** 0.0025 0.0025 0.0035**

(0.0018) (0.0017) (0.0019) (0.0018) (0.0017) (0.0021) (0.0017) (0.0017) (0.0018) αPost -0.0001 -0.0005 -0.0002 -0.0004 -0.0001 -0.0004

(0.0006) (0.0006) (0.0006) (0.0006) (0.0006) (0.0005) βMarket 0.1639*** 0.1383*** 0.1339***

(0.0321) (0.0338) (0.0291) βSMB -0.1991*** -0.1715*** -0.2311***

(0.0425) (0.0450) (0.0398) βHML 0.1674*** -0.0071 0.2445***

(0.0612) (0.0684) (0.0612) N (Weeks) 24 151 151 24 151 151 24 151 151 R2 0.135 0.032 0.304 0.105 0.025 0.247 0.082 0.019 0.316

49

Table V:

Firm Level Analysis: Abnormal Excess Returns During Period Leading Up to Passage of the

Sarbanes-Oxley Act of 2002 and the Period from Passage to the End of 2004

This table reports results for the excess returns at the firm level. In the first three columns the dependent variable is the

sum of each firm’s excess return minus the riskless rate during the lead-up period, while in the last three columns it is the

sum of each firm’s excess return minus the riskless rate during the post-SOX period. In Panel A Lobbied Against Enhanced

Financial Disclosure and PCAOB Rules is an indicator variable equal to one if the firm lobbied against the SEC rules related

to SOX Section IV; Lobbied Against Corporate Responsibility Rules is an indicator variable equal to one if the firm lobbied

against the SEC rules related to SOX Section III; Lobbied Against Auditors Independence Rules is an indicator variable equal

to one if the firm lobbied against the SEC rules related to SOX Section IV. In Panel B Predicted to Lobby Against Enhanced

Financial Disclosure and PCAOB Rules is an indicator variable equal to one if the firm was predicted to lobby against the SEC

rules related to SOX Section IV, based on our probit model of Table III; Predicted to Lobby Against Corporate Responsibility

Rules is an indicator variable equal to one if the firm was predicted to lobby against the SEC rules related to SOX Section

III, based on our probit model; Predicted to Lobby Against Auditors Independence Rules is an indicator variable equal to one

if the firm was predicted to lobby against the SEC rules related to SOX Section IV by our probit analysis. Dummies for size

(100 Size dummies) are indicator variables for each size portfolio. Dummies for size and book to market are indicator variables

for 25 size portfolios and 5 book-to-market categories. Since the firms in our sample are very large, we defined the cutoff for

size to include enough observations in each group (the size ranges are 7 percentiles wide up to the 70th percentile, and then 2

percentiles wide). Dummies for size and industry are indicator variables for 25 size portfolios and 10 industry classifications.

To create these indicators we defined the cutoff for size to include enough observations in each group (the size ranges are 7

percentiles wide up to the 70th percentile, and then 2 percentiles wide).

Panel A:

Cumulative weekly excess Cumulative weekly excess return minus the riskless rate return minus the riskless rate

during the leadup period during the post period (1) (2) (3) (4) (5) (6)

Lobbied Against Enhanced Finan- 0.1315*** 0.1070*** 0.0864** 0.0401 0.0248 0.0567 cial Disclosure and PCAOB Rules (0.0353) (0.0369) (0.0347) (0.0649) (0.0690) (0.0649)

Lobbied Against Corporate 0.0048 0.0002 0.0104 -0.0594 -0.0478 -0.0798 Responsibility Rules (0.0481) (0.0511) (0.0471) (0.0880) (0.1003) (0.0882)

Lobbied Against Auditor 0.0401 0.0364 0.0330 -0.0356 -0.0391 -0.0096 Independence Rules (0.0834) (0.0877) (0.0817) (0.1533) (0.1652) (0.1532)

Constant -0.1560*** -0.1634*** -0.1549*** 0.7557*** 0.7991*** 0.7554*** (0.0054) (0.0058) (0.0052) (0.0101) (0.0112) (0.0100)

Dummies for size (100 Size dummies) YES NO NO YES NO NO Dummies for size and book to market NO YES NO NO YES NO Dummies for size and industry NO NO YES NO NO YES Observations 7250 6381 7250 6913 5914 6913 R-squared 0.032 0.076 0.112 0.057 0.067 0.096

50

Panel B:

Cumulative weekly excess Cumulative weekly excess return minus the riskless rate return minus the riskless rate

during the leadup period during the post period (1) (2) (3) (4) (5) (6)

Predicted to Lobby Against Enhanced Finan- 0.1258*** 0.1215** 0.0623 -0.0513 -0.0629 -0.0195 cial Disclosure and PCAOB Rules (0.0468) (0.0483) (0.0486) (0.0874) (0.0932) (0.0921)

Predicted to Lobby Against Corporate -0.0190 -0.0114 -0.0007 0.0717 0.0983 0.0169 Responsibility Rules (0.0362) (0.0410) (0.0359) (0.0663) (0.0821) (0.0670)

Predicted to Lobby Against Auditor 0.0626 0.0542 0.0419 -0.0373 -0.0672 -0.0266 Independence Rules (0.0430) (0.0448) (0.0434) (0.0805) (0.0851) (0.0830)

Constant -0.1567*** -0.1650*** -0.1550*** 0.7562*** 0.8002*** 0.7566*** (0.0055) (0.0060) (0.0053) (0.0103) (0.0116) (0.0102)

Dummies for size (100 Size dummies) YES NO NO YES NO NO Dummies for size and book to market NO YES NO NO YES NO Dummies for Size and Industry NO NO YES NO NO YES Observations 7250 6381 7250 6913 5914 6913 R-squared 0.031 0.076 0.112 0.057 0.067 0.096

51

A p p e n d ix

A . D

e sc

r ip

ti o n

o f th

e R

u le

s

T h e

fo ll o w

in g

ta b le

d e sc

ri b e s

th e

m a in

fe a tu

re s

o f

e a ch

ru le

a d o p te

d o r

p ro

p o se

d b y

th e

S E

C ,

th e

d a te

o f

p ro

p o si

n g

re le

a se

, th

e d a te

o f

a d o p ti

n g

re le

a se

if a v a il a b le

, a n d

w h e th

e r

th e

ru le

w a s

a d o p te

d w

it h

o r

w it

h o u t

a m

e n d m

e n ts

.

P r o p o s in

g R

e le

a s e

D a t e

A d o p t in

g R

e -

le a s e

D a t e

D e s c r ip

t io

n A

d o p t e d / P e n d in

g / N

o t

A d o p t e d

S O

X T

it le

I I : A

u d it

o r

I n d e p e n d e n c e

1 2 / 2 / 2 0 0 2

1 / 2 8 / 2 0 0 3

S tr

e n g th

e n in

g th

e C

o m

m is

si o n ’s

R e q u ir

e m

e n ts

R e g a rd

in g

A u d it o r

In d e p e n d e n c e

A d o p te

d

(N o .

3 3 -8

1 5 4 )

(N o .

3 3 -8

1 8 3 )

A m

e n d e d

3 / 2 6 / 2 0 0 3

(N o .

3 3 -8

1 8 3 a )

C h a n g e s

th e

re q u ir

e m

e n ts

re g a rd

in g

a u d it

o r

in d e p e n d e n c e

to e n h a n c e

th e

in d e p e n d e n c e

o f

a c -

c o u n ta

n ts

th a t

a u d it

a n d

re v ie

w fi n a n c ia

l st

a te

m e n ts

a n d

p re

p a re

a tt

e st

a ti o n

re p o rt

s fi le

d w

it h

th e

C o m

m is

si o n .

In c lu

d e s

re g u la

ti o n

re la

te d

to n o n -a

u d it

se rv

ic e s.

P ro

h ib

it s

p a rt

n e rs

o n

th e

a u d it

e n g a g e m

e n t te

a m

fr o m

p ro

v id

in g

a u d it

se rv

ic e s to

th e

is su

e r fo

r m

o re

th a n

fi v e

c o n se

c u ti v e

y e a rs

.

(w it

h a m

e n d m

e n t)

[S O

X : S e c ti o n

2 0 1 -2

0 7 ; A

u d it o r

In d e p e n d e n c e ]

S O

X T

it le

I I I : C

o r p o r a t e

R e s p o n s ib

il it y

1 / 8 / 2 0 0 3

4 / 9 / 2 0 0 3

S ta

n d a rd

s R

e la

ti n g

T o

L is

te d

C o m

p a n y

A u d it

C o m

m it

te e s

A d o p te

d (l

e ss

re st

ri c ti

v e )

(N o .

3 4 -4

7 1 3 7 )

(N o .

3 3 -8

2 2 0 )

R e q u ir

e s

n a ti

o n a l se

c u ri

ti e s

e x ch

a n g e s

a n d

n a ti

o n a l se

c u ri

ti e s

a ss

o c ia

ti o n s

to p ro

h ib

it th

e li st

in g

o f

a n y

se c u ri

ty o f

a n

is su

e r

th a t

is n o t

in c o m

p li a n c e

in th

e a u d it

c o m

m it te

e re

q u ir

e m

e n ts

m a n d a te

d b y

th e

S a rb

a n e s-

O x le

y A

c t

o f 2 0 0 2

(t h e

in d e p e n d e n c e

o f a u d it

c o m

m it

te e

m e m

b e rs

, th

e a u d it

c o m

m it

te e ’s

re sp

o n si

b il it y

to se

le c t

a n d

o v e rs

e e

th e

is su

e r’

s in

d e p e n d e n t

a c c o u n ta

n t,

p ro

c e d u re

s fo

r h a n d li n g

c o m

p la

in ts

re g a rd

in g

th e

is su

e r’

s a c c o u n ti n g

p ra

c ti c e s,

th e

a u th

o ri

ty o f

th e

a u d it

c o m

m it

te e

to e n g a g e

a d v is

o rs

; a n d

fu n d in

g fo

r th

e in

d e p e n d e n t

a u d it

o r

a n d

a n y

o u ts

id e

a d v is

o rs

e n g a g e d

b y

th e

a u d it

c o m

m it te

e ).

[S O

X S e c ti

o n

3 0 1 :

P u b li c

C o m

p a n y

A u d it

C o m

m it

te e s]

6 / 1 7 / 2 0 0 2

8 / 2 9 / 2 0 0 2

C e rt

ifi c a ti

o n

o f D

is c lo

su re

in C

o m

p a n ie

s’ Q

u a rt

e rl

y a n d

A n n u a l R

e p o rt

s A

d o p te

d

(N o .

3 4 -4

6 0 7 9 )

U p -

d a te

d 8 / 2 / 2 0 0 2

(N o .

3 4 -4

6 3 0 0 )

(N o .

3 3 -8

1 2 4 )

R e q u ir

e s

a n

is su

e r’

s p ri

n c ip

a l

e x e c u ti

v e

a n d

fi n a n c ia

l o ffi

c e rs

e a ch

to c e rt

if y

th e

fi n a n c ia

l a n d

o th

e r

in fo

rm a ti

o n

c o n ta

in e d

in th

e is

su e r’

s q u a rt

e rl

y a n d

a n n u a l

re p o rt

s. A

ls o

re q u ir

e s

th e se

o ffi

c e rs

to c e rt

if y

th a t th

e y

a re

re sp

o n si

b le

fo r e st

a b li sh

in g , m

a in

ta in

in g

is su

e r’

s in

te rn

a l c o n tr

o ls

. [S

O X

S e c ti

o n

3 0 2 :

C o rp

o ra

te R

e sp

o n si

b il it y

F o r

F in

a n c ia

l R

e p o rt

s]

3 / 2 1 / 2 0 0 3

6 / 5 / 2 0 0 3

C e rt

ifi c a ti

o n

o f D

is c lo

su re

in C

e rt

a in

E x ch

a n g e

A c t

R e p o rt

s A

d o p te

d

(N o .

3 3 -8

2 1 2 )

(i n c lu

d e d

in N

o .

3 3 -8

2 3 8 )

E x te

n d s

re q u ir

e m

e n ts

to p ro

v id

e th

e c e rt

ifi c a ti o n s

re q u ir

e d

b y

S e c ti o n s

3 0 2

a n d

9 0 6

o f

th e

S a rb

a n e s-

O x le

y A

c t

o f 2 0 0 2

to re

p o rt

s o th

e r

th a n

a n n u a l a n d

q u a rt

e rl

y re

p o rt

s. [S

O X

S e c ti

o n

3 0 2 :

C o rp

o ra

te R

e sp

o n si

b il it y

F o r

F in

a n c ia

l R

e p o rt

s] [S

O X

S e c ti

o n

9 0 6 :

C o rp

o ra

te R

e sp

o n si

b il it y

F o r

F in

a n c ia

l R

e p o rt

s]

1 0 / 1 8 / 2 0 0 2

5 / 2 0 / 2 0 0 3

Im p ro

p e r

In fl u e n c e

O n

C o n d u c t

O f A

u d it

s A

d o p te

d

(N o .

3 4 -4

6 6 8 5 )

(N o .

3 4 -4

7 8 9 0 )

Im p le

m e n ts

th e

S O

X p ro

h ib

it io

n to

o ffi

c e rs

a n d

d ir

e c to

rs o f a n

is su

e r,

a n d

p e rs

o n s

a c ti

n g

u n d e r

th e

d ir

e c ti o n

o f

a n

o ffi

c e r

o r

d ir

e c to

r, fr

o m

ta k in

g a n y

a c ti o n

to fr

a u d u le

n tl y

in fl u e n c e , c o e rc

e ,

m a n ip

u la

te o r m

is le

a d

th e

a u d it

o r o f th

e is

su e r’

s fi n a n c ia

l st

a te

m e n ts

fo r th

e p u rp

o se

o f re

n d e ri

n g

th e

fi n a n c ia

l st

a te

m e n ts

m a te

ri a ll y

m is

le a d in

g .

c o n ti

n u e d

o n

n e x t

p a g e

52

P r o p o s in

g R

e le

a s e

D a t e

A d o p t in

g R

e -

le a s e

D a t e

D e s c r ip

t io

n A

d o p t e d / P e n d in

g / N

o t

A d o p t e d

[S O

X S e c ti

o n

3 0 3 :

Im p ro

p e r

In fl u e n c e

O n

C o n d u c t

O f A

u d it

s]

1 1 / 2 1 / 2 0 0 2

1 / 2 4 / 2 0 0 3

R e te

n ti

o n

o f R

e c o rd

s R

e le

v a n t

to A

u d it s

a n d

R e v ie

w s

A d o p te

d (N

o .

3 3 -8

1 5 1 )

(N o .

3 3 -8

1 8 0 )

R e q u ir

e s

a c c o u n ta

n ts

w h o

a u d it

o r

re v ie

w a n

is su

e r’

s fi n a n c ia

l st

a te

m e n ts

to re

ta in

c e rt

a in

re c o rd

s re

le v a n t

to th

a t

a u d it

o r

re v ie

w fo

r a

p e ri

o d

o f

se v e n

y e a rs

fr o m

th e

e n d

o f

th e

fi sc

a l

y e a r

in w

h ic

h a n

a u d it

o r

re v ie

w w

a s

c o n c lu

d e d .

(m o re

re st

ri c ti

v e )

[S O

X S e c ti o n

8 0 2 :

C ri

m in

a l P e n a lt ie

s F o r

A lt e ri

n g

D o c u m

e n ts

]

1 1 / 6 / 2 0 0 2

1 / 2 2 / 2 0 0 3

In si

d e r

T ra

d e s

D u ri

n g

P e n si

o n

F u n d

B la

ck o u t

P e ri

o d s

A d o p te

d

(N o .

3 4 -4

6 7 7 8 )

(N o .

3 4 -4

7 2 2 5 )

P ro

h ib

it s

a n y

d ir

e c to

r o r

e x e c u ti

v e

o ffi

c e r

o f

a n

is su

e r

o f

a n y

e q u it y

se c u ri

ty fr

o m

, d ir

e c tl

y o r

in d ir

e c tl y ,

p u rc

h a si

n g ,

se ll in

g o r

o th

e rw

is e

a c q u ir

in g

o r

tr a n sf

e rr

in g

a n y

e q u it y

se c u ri

ty o f

th e

is su

e r

d u ri

n g

a p e n si

o n

p la

n b la

ck o u t

p e ri

o d

th a t

te m

p o ra

ri ly

p re

v e n ts

p la

n p a rt

ic ip

a n ts

o r

b e n e fi c ia

ri e s

fr o m

e n g a g in

g in

e q u it y

se c u ri

ti e s

tr a n sa

c ti

o n s

th ro

u g h

th e ir

p la

n a c c o u n ts

, if

th e

d ir

e c to

r o r

e x e c u ti

v e

o ffi

c e r

a c q u ir

e d

th e

e q u it y

se c u ri

ty in

c o n n e c ti

o n

w it

h h is

o r

h e r

se rv

ic e

o r

e m

p lo

y m

e n t

a s

a d ir

e c to

r o r

e x e c u ti

v e

o ffi

c e r.

[S O

X S e c ti o n

3 0 6 :

In si

d e r

T ra

d e s

D u ri

n g

P e n si

o n

F u n d

B la

ck o u t]

1 1 / 2 1 / 2 0 0 2

1 / 2 9 / 2 0 0 3

Im p le

m e n ta

ti o n

o f S ta

n d a rd

s o f P

ro fe

ss io

n a l C

o n d u c t

fo r

A tt

o rn

e y s:

U p

th e

L a d d e r

P ro

v is

io n

A d o p te

d

(N o .

3 3 -8

1 5 0 )

(N o .

3 3 -8

1 8 5 )

E st

a b li sh

e s

a n

u p -t

h e -l a d d e r

re p o rt

in g

sy st

e m

fo r

a tt

o rn

e y s

w h o

a p p e a r

a n d

p ra

c ti c e

b e fo

re th

e C

o m

m is

si o n

o n

b e h a lf

o f p u b li c

c o m

p a n ie

s. R

e q u ir

e s

a tt

o rn

e y s

to re

p o rt

e v id

e n c e

o f a

m a te

ri a l

v io

la ti

o n

o f

th e

se c u ri

ti e s

la w

s, a

m a te

ri a l

b re

a ch

o f

a fi d u c ia

ry d u ty

, o r

a si

m il a r

m a te

ri a l

v io

la ti o n

b y

a c o m

p a n y

o r

a n y

o f it s

a g e n ts

to it s

ch ie

f le

g a l c o u n se

l (C

L O

) o r

to b o th

it s

C L O

a n d

ch ie

f e x e c u ti v e

o ffi

c e r

(C E

O );

a n d

if th

e C

L O

o r

C E

O d o e s

n o t

re sp

o n d

a p p ro

p ri

a te

ly to

th e

e v id

e n c e , re

p o rt

th is

e v id

e n c e

to th

e a u d it

c o m

m it te

e , o th

e r

in d e p e n d e n t

c o m

m it te

e , o r

th e

b o a rd

o f d ir

e c to

rs .

[S O

X S e c ti

o n

3 0 7 :

R u le

s O

f P

ro fe

ss io

n a l R

e sp

o n si

b il it y

F o r

A tt

o rn

e y s]

1 / 2 9 / 2 0 0 3

P e n d in

g Im

p le

m e n ta

ti o n

o f S ta

n d a rd

s o f P

ro fe

ss io

n a l C

o n d u c t

fo r

A tt

o rn

e y s:

N o is

y -W

it h d ra

w a l

P e n d in

g

(N o .

3 3 -8

1 8 6 )

R e q u ir

e s

th a t,

in c e rt

a in

c ir

c u m

st a n c e s,

a n

a tt

o rn

e y

w it

h d ra

w fr

o m

re p re

se n ti

n g

a n

is su

e r

a n d

re p o rt

th a t

w it

h d ra

w a l to

th e

C o m

m is

si o n .

[S O

X S e c ti

o n

3 0 7 :

R u le

s O

f P

ro fe

ss io

n a l R

e sp

o n si

b il it y

F o r

A tt

o rn

e y s]

R e la

te d

N Y

S E

A n d

N A

S D

A Q

R u le

s (N

o t

P a rt

O f S O

X It

se lf )

8 / 1 6 / 2 0 0 2

1 1 / 4 / 2 0 0 3

N Y

S E

a n d

N A

S D

R u le

m a k in

g :

N e w

S ta

n d a rd

s A

n d

C h a n g e s

In C

o rp

o ra

te G

o v e rn

a n c e

A n d

A d o p te

d

(O ri

g in

a l P

ro p o sa

l) (N

o .

3 4 -4

8 7 4 5 )

P ra

c ti

c e s

O f L is

te d

C o m

p a n ie

s (w

it h

v a ri

o u s

m o d ifi

c a -

4 / 1 1 / 2 0 0 3

(A m

e n d -

m e n t

N o .

1 )

1 0 / 8 / 2 0 0 3

(A m

e n d -

m e n t

N o .

2 )

N Y

S E

re q u ir

e s

fo r

e a ch

li st

e d

c o m

p a n y :

(1 )

th a t

th e

b o a rd

o f d ir

e c to

rs c o n si

st s

o f a

m a jo

ri ty

o f

in d e p e n d e n t

d ir

e c to

rs ;

(2 )

th a t

th e

n o n -m

a n a g e m

e n t

d ir

e c to

rs sh

o u ld

m e e t

a t

re g u la

rl y

sc h e d -

u le

d e x e c u ti

v e

se ss

io n s

w it

h o u t

m a n a g e m

e n t;

(3 )

to h a v e

a n o m

in a ti

n g / c o rp

o ra

te g o v e rn

a n c e

c o m

m it te

e c o m

p o se

d e n ti

re ly

o f

in d e p e n d e n t

d ir

e c to

rs ;

(4 )

to h a v e

a c o m

p e n sa

ti o n

c o m

m it te

e c o m

p o se

d e n ti re

ly o f

in d e p e n d e n t

d ir

e c to

rs ;

(5 )

to h a v e

a m

in im

u m

th re

e -p

e rs

o n

a u d it

c o m

- m

it te

e c o m

p o se

d e n ti re

ly o f d ir

e c to

rs th

a t

m e e t

th e

in d e p e n d e n c e

st a n d a rd

s; (6

) th

a t

th e

a u d it

c o m

m it

te e

h a s

a w

ri tt

e n

a u d it

c o m

m it

te e

ch a rt

e r;

(7 )

to h a v e

a n

in te

rn a l a u d it

fu n c ti

o n ; (8

) to

a d o p t

a n d

d is

c lo

se c o rp

o ra

te g o v e rn

a n c e

g u id

e li n e s;

(9 )

to a d o p t

a n d

d is

c lo

se a

c o d e

o f b u si

n e ss

c o n d u c t

a n d

e th

ic s

fo r

d ir

e c to

rs ,

o ffi

c e rs

a n d

e m

p lo

y e e s;

(1 0 )

to h a v e

th e

C E

O c e rt

if y

to th

e N

Y S E

e a ch

y e a r

th a t

h e

o r

sh e

is n o t

a w

a re

o f

a n y

v io

la ti o n

b y

th e

c o m

p a n y

o f

th e

N Y

S E

’s c o rp

o ra

te g o v e rn

a n c e

li st

in g

st a n d a rd

s. S im

il a r

ru le

s fo

r N

A S D

.

ti o n s)

c o n ti

n u e d

o n

n e x t

p a g e

53

P r o p o s in

g R

e le

a s e

D a t e

A d o p t in

g R

e -

le a s e

D a t e

D e s c r ip

t io

n A

d o p t e d / P e n d in

g / N

o t

A d o p t e d

1 0 / 8 / 2 0 0 2

6 / 3 0 / 2 0 0 3

N Y

S E

a n d

N A

S D

R u le

m a k in

g :

S h a re

h o ld

e r

A p p ro

v a l o f E

q u it y

C o m

p e n sa

ti o n

P la

n s

a n d

th e

A d o p te

d

(N o .

3 4 -4

6 6 2 0 )

(N o .

3 4 -4

8 1 0 8 )

V o ti

n g

o f P

ro x ie

s

C o rr

e c te

d 1 0 / 2 1 / 2 0 0 2

(N o .

3 4 -4

6 6 2 0 A

)

R e q u ir

e s

sh a re

h o ld

e r

a p p ro

v a l o f

a ll

e q u it y -c

o m

p e n sa

ti o n

p la

n s

a n d

m a te

ri a l re

v is

io n s

to su

ch p la

n s,

su b je

c t

to li m

it e d

e x e m

p ti o n s

fo r

is su

e rs

li st

e d

in N

A S D

a n d

N Y

S E

R e la

te d

S E

C R

u le

s (N

o t

P a rt

O f S O

X It

se lf )

1 0 / 1 4 / 2 0 0 3

P e n d in

g S e c u ri

ty H

o ld

e r

D ir

e c to

r N

o m

in a ti

o n s

P e n d in

g

(N o .

3 4 -4

8 6 2 6 )

R e q u ir

e s,

u n d e r

c e rt

a in

c ir

c u m

st a n c e s,

th a t

n o m

in e e s

o f lo

n g -t

e rm

se c u ri

ty h o ld

e rs

, o r

g ro

u p s

o f

lo n g -t

e rm

se c u ri

ty h o ld

e rs

, w

it h

si g n ifi

c a n t

h o ld

in g s

a re

in c lu

d e d

in c o m

p a n y

p ro

x y

m a te

ri a ls

.

S O

X T

it le

I V

A n d

T it

le I : E n h a n c e d

F in

a n c ia

l D

is c lo

s u r e

A n d

P C

A O

B

5 / 1 0 / 2 0 0 2

N o n e

D is

c lo

su re

In M

a n a g e m

e n t’

s D

is c u ss

io n

A n d

A n a ly

si s

O f C

ri ti

c a l A

c c o u n ti

n g

P o li c ie

s N

o t

A d o p te

d

(N o .

3 3 -8

0 9 8 )

D is

c lo

su re

re q u ir

e m

e n ts

th a t

re g a rd

a p p li c a ti

o n

o f c o m

p a n ie

s’ c ri

ti c a l a c c o u n ti

n g

p o li c ie

s in

tw o

a re

a s:

a c c o u n ti

n g

e st

im a te

s a

c o m

p a n y

m a k e s

in a p p ly

in g

it s

a c c o u n ti

n g

p o li c ie

s a n d

th e

in it

ia l

a d o p ti o n

b y

a c o m

p a n y

o f

a n

a c c o u n ti n g

p o li c y

th a t

h a s

a m

a te

ri a l

im p a c t

o n

it s

fi n a n c ia

l p re

se n ta

ti o n .

(p ro

p o se

d ru

le re

p la

c e d

b y

th e

ru le

b e lo

w )

[S O

X S e c ti

o n

4 0 1 :

D is

c lo

su re

In P e ri

o d ic

R e p o rt

s]

1 1 / 4 / 2 0 0 2

1 / 2 7 / 2 0 0 3

D is

c lo

su re

In M

a n a g e m

e n t’

s D

is c u ss

io n

A n d

A n a ly

si s

O f O

ff -B

a la

n c e

S h e e t

A rr

a n g e m

e n ts

A d o p te

d

(N o .

3 3 -8

1 4 4 )

(N o .

3 3 -8

1 8 2 )

C o n tr

a c tu

a l O

b li g a ti o n s

a n d

C o n ti n g e n t

L ia

b il it ie

s A

n d

C o m

m it m

e n ts

2 6

R e q u ir

e s

d is

c lo

su re

o f

o ff -b

a la

n c e

sh e e t

tr a n sa

c ti

o n s,

a rr

a n g e m

e n ts

, o b li g a ti

o n s,

th a t

h a v e ,

o r

m a y

h a v e ,

a m

a te

ri a l

e ff e c t

o n

fi n a n c ia

l c o n d it io

n ,

ch a n g e s

in fi n a n c ia

l c o n d it io

n ,

re v e n u e s

o r

e x p e n se

s, re

su lt s

o f o p e ra

ti o n s,

li q u id

it y , c a p it a l e x p e n d it u re

s o r

c a p it a l re

so u rc

e s.

[S O

X S e c ti

o n

4 0 1 :

D is

c lo

su re

In P e ri

o d ic

R e p o rt

s]

1 1 / 5 / 2 0 0 2

1 / 2 2 / 2 0 0 3

C o n d it io

n s

F o r

U se

O f N

o n -G

A A

P F in

a n c ia

l M

e a su

re s

A d o p te

d (N

o .

3 3 -8

1 4 5 )

(N o .

3 3 -8

1 7 6

a n d

N o .

3 3 -

8 2 1 6 )

R e q u ir

e s p u b li c

c o m

p a n ie

s th

a t d is

c lo

se o r re

le a se

th e se

n o n -G

A A

P fi n a n c ia

l m

e a su

re s to

in c lu

d e ,

in th

a t d is

c lo

su re

o r re

le a se

, a

p re

se n ta

ti o n

o f th

e m

o st

c o m

p a ra

b le

G A

A P

fi n a n c ia

l m

e a su

re a n d

a re

c o n c il ia

ti o n

o f

th e

d is

c lo

se d

n o n -G

A A

P fi n a n c ia

l m

e a su

re to

th e

m o st

c o m

p a ra

b le

G A

A P

fi n a n c ia

l m

e a su

re .

[S O

X S e c ti

o n

4 0 1 :

D is

c lo

su re

In P e ri

o d ic

R e p o rt

s]

1 2 / 2 0 / 2 0 0 2

5 / 7 / 2 0 0 3

M a n d a te

d E

le c tr

o n ic

F il in

g a n d

W e b si

te P o st

in g

fo r

F o rm

s 3 , 4

a n d

5 A

d o p te

d

(N o .

3 3 -8

1 7 0 )

(N o .

3 3 -8

2 3 0 )

M a n d a te

s th

e e le

c tr

o n ic

fi li n g , a n d

w e b si

te p o st

in g

b y

is su

e rs

w it

h c o rp

o ra

te w

e b si

te s,

o f b e n e -

fi c ia

l o w

n e rs

h ip

re p o rt

s fi le

d b y

o ffi

c e rs

, d ir

e c to

rs a n d

p ri

n c ip

a l se

c u ri

ty h o ld

e rs

[S O

X S e c ti o n

4 0 3 :

D is

c lo

su re

s O

f T ra

n sa

c ti o n s In

v o lv

in g

M a n a g e m

e n t A

n d

P ri

n c ip

a l S to

ck h o ld

- e rs

]

1 0 / 2 2 / 2 0 0 2

6 / 5 / 2 0 0 3

D is

c lo

su re

R e q u ir

e d

B y

S e c ti o n

4 0 4

O f S a rb

a n e s-

O x le

y O

n In

te rn

a l C

o n tr

o ls

A d o p te

d

(N o .

3 3 -8

1 3 8 )

(N o .

3 3 -8

2 3 8 )

R e q u ir

e s

is su

e rs

to in

c lu

d e

in th

e ir

a n n u a l

re p o rt

s a

re p o rt

o f

m a n a g e m

e n t

o n

th e

c o m

p a n y ’s

in te

rn a l

c o n tr

o l

o v e r

fi n a n c ia

l re

p o rt

in g

in c lu

d in

g :a

st a te

m e n t

o f

m a n a g e m

e n t’

s re

sp o n si

b il it y

fo r

e st

a b li sh

in g

a n d

m a in

ta in

in g

a d e q u a te

in te

rn a l

c o n tr

o l;

m a n a g e m

e n t’

s a ss

e ss

m e n t

o f

th e

e ff e c ti v e n e ss

o f

th e

c o m

p a n y ’s

in te

rn a l

c o n tr

o l;

a st

a te

m e n t

id e n ti fy

in g

th e

fr a m

e w

o rk

u se

d to

e v a lu

a te

th e

e ff e c ti

v e n e ss

o f

th e

in te

rn a l

c o n tr

o ls

; a

st a te

m e n t

th a t

th e

re g is

te re

d p u b li c

a c c o u n ti

n g

fi rm

th a t a u d it

e d

th e

c o m

p a n y ’s

fi n a n c ia

l st

a te

m e n ts

h a s is

su e d

a n

a tt

e st

a ti

o n

re p o rt

o n

m a n a g e m

e n t’

s a ss

e ss

m e n t

o f th

e c o m

p a n y ’s

in te

rn a l c o n tr

o l o v e r

fi n a n c ia

l re

p o rt

in g .

c o n ti

n u e d

o n

n e x t

p a g e

54

P r o p o s in

g R

e le

a s e

D a t e

A d o p t in

g R

e -

le a s e

D a t e

D e s c r ip

t io

n A

d o p t e d / P e n d in

g / N

o t

A d o p t e d

[S O

X S e c ti

o n

4 0 4 :

M a n a g e m

e n t

a ss

e ss

m e n t

o f in

te rn

a l c o n tr

o ls

]

1 0 / 2 2 / 2 0 0 2

1 / 2 2 / 2 0 0 3

D is

c lo

su re

R e q u ir

e d

B y

S e c ti o n s

4 0 6

A n d

4 0 7

O f S a rb

a n e s-

O x le

y O

n A

u d it

C o m

m it te

e F in

a n c ia

l A

d o p te

d

(N o .

3 3 -8

1 3 8 )

(N o .

3 3 -8

1 7 7 )

E x p e rt

a n d

C o d e

o f E

th ic

s (w

it h

a m

e n d m

e n t)

A m

e n d e d

3 / 2 6 / 2 0 0 3

(N o .

3 3 -8

1 7 7 a )

R e q u ir

e s

a c o m

p a n y

to d is

c lo

se w

h e th

e r

it s

a u d it

c o m

m it te

e in

c lu

d e s

a t

le a st

o n e

m e m

b e r

w h o

is a

fi n a n c ia

l e x p e rt

; a ls

o re

q u ir

e d is

c lo

su re

o f w

h e th

e r

th e

c o m

p a n y

h a s

a d o p te

d a

c o d e

o f e th

ic s

fo r

it s

se n io

r fi n a n c ia

l o ffi

c e rs

a n d

if n o t

w h y

it h a s

n o t

d o n e

so .

[S O

X S e c ti o n

4 0 6 :

C o d e

O f E

th ic

s F o r

S e n io

r F in

a n c ia

l O

ffi c e rs

] [S

O X

S e c ti

o n

4 0 7 :

D is

c lo

su re

O f A

u d it

C o m

m it

te e

F in

a n c ia

l E

x p e rt

]

6 / 1 7 / 2 0 0 2

3 / 1 6 / 2 0 0 4

A d d it io

n a l F o rm

8 -K

D is

c lo

su re

R e q u ir

e m

e n ts

A n d

A c c e le

ra ti o n

O f F il in

g D

a te

A d o p te

d

(N o .

3 3 -8

1 0 6 )

(N o .

3 4 -4

9 4 2 4 )

A d d s

e ig

h t

m o re

e v e n ts

th a t

n e e d

to b e

re p o rt

e d

o n

F o rm

8 -K

u n d e r

th e

S e c u ri

ti e s

E x ch

a n g e

A c t

o f

1 9 3 4 .

A ls

o , tr

a n sf

e rs

tw o

it e m

s fr

o m

th e

p e ri

o d ic

re p o rt

s a n d

e x p a n d

d is

c lo

su re

s u n d e r

tw o

e x is

ti n g

F o rm

8 -K

it e m

s.

(l e ss

re st

ri c ti v e )

[S O

X S e c ti

o n

4 0 9 :

R e a l ti

m e

is su

e r

d is

c lo

su re

s]

R e la

te d

S E

C R

u le

s (N

o t

P a rt

O f S O

X It

se lf )

8 / 8 / 2 0 0 3

1 1 / 2 4 / 2 0 0 3

D is

c lo

su re

R e g a rd

in g

N o m

in a ti

n g

C o m

m it

te e

F u n c ti

o n s

A n d

C o m

m u n ic

a ti

o n s

B e tw

e e n

S e c u ri

ty A

d o p te

d

(N o .

3 4 -4

8 3 0 1 )

(N o .

3 3 -8

3 4 0 )

H o ld

e rs

A n d

B o a rd

s O

f D

ir e c to

rs E

n h a n c e s

d is

c lo

su re

re q u ir

e m

e n ts

re g a rd

in g

th e

o p e ra

ti o n

o f b o a rd

n o m

in a ti n g

c o m

m it te

e s

a n d

in tr

o d u c e s

a n e w

d is

c lo

su re

re q u ir

e m

e n t

c o n c e rn

in g

th e

m e a n s,

if a n y , b y

w h ic

h se

c u ri

ty h o ld

e rs

m a y

c o m

m u n ic

a te

w it

h m

e m

b e rs

o f th

e b o a rd

o f d ir

e c to

rs .

4 / 1 2 / 2 0 0 2

N o n e

F o rm

8 -K

D is

c lo

su re

O f C

e rt

a in

M a n a g e m

e n t

T ra

n sa

c ti o n s

N o t

A d o p te

d

(N o .

3 3 -8

0 9 0 )

P ro

p o se

s th

a t

so m

e p u b li c

c o m

p a n ie

s h a v e

to fi le

c u rr

e n t

re p o rt

s d e sc

ri b in

g :

d ir

e c to

rs ’

a n d

e x e c u ti v e

o ffi

c e rs

’ tr

a n sa

c ti o n s

in c o m

p a n y

e q u it y

se c u ri

ti e s,

d ir

e c to

rs ’

a n d

e x e c u ti v e

o ffi

c e rs

’ a rr

a n g e m

e n ts

fo r

th e

p u rc

h a se

a n d

sa le

o f

c o m

p a n y

e q u it y

se c u ri

ti e s,

a n d

lo a n s

o f

m o n e y

to a

d ir

e c to

r o r

e x e c u ti v e

o ffi

c e r

m a d e

o r

g u a ra

n te

e d

b y

th e

c o m

p a n y

o r

a n

a ffi

li a te

o f th

e c o m

p a n y .

(p ro

p o se

d ru

le li k e ly

re -

p la

c e d

b y

S O

X ru

le N

o .

3 3 -8

1 0 6

li st

e d

a b o v e )

In d iv

id u a l P

C A

O B

R u le

s

4 / 6 / 2 0 0 4

5 / 1 4 / 2 0 0 4

P C

A O

B A

u d it

in g

S ta

n d a rd

N o .

1 A

d o p te

d

(N o .

3 4 -4

9 5 2 8 )

(N o .

3 4 -4

9 7 0 7 )

R e q u ir

e s

re g is

te re

d p u b li c

a c c o u n ti n g

fi rm

s to

re fe

r to

th e

st a n d a rd

s o f

th e

P C

A O

B in

th e ir

a u d it

re p o rt

s, ra

th e r

th a n

to U

.S . g e n e ra

ll y

a c c e p te

d a u d it

in g

st a n d a rd

s, o r

” G

A A

S .”

[S O

X S e c ti

o n

1 0 1 :

E st

a b li sh

m e n t;

a d m

in is

tr a ti

v e

p ro

v is

io n s]

[S O

X S e c ti o n

1 0 3 :

A u d it in

g , q u a li ty

c o n tr

o l,

a n d

in d e p e n d e n c e

st a n d a rd

s a n d

ru le

s] [S

O X

S e c ti

o n

1 0 7 :

C o m

m is

si o n

o v e rs

ig h t

o f th

e B

o a rd

]

4 / 8 / 2 0 0 4

6 / 1 7 / 2 0 0 4

P C

A O

B A

u d it

in g

S ta

n d a rd

N o .

2 A

d o p te

d

(N o .

3 4 -4

9 5 4 4 )

C o r-

re c te

d 4 / 1 3 / 2 0 0 4

(N o .

3 4 -4

9 5 4 4 A

)

(N o .

3 4 -4

9 8 8 4 )

C o n si

st s

o f a n

a u d it in

g st

a n d a rd

a p p li c a b le

to a u d it s

o f in

te rn

a l c o n tr

o l o v e r

fi n a n c ia

l re

p o rt

in g

o f is

su e rs

b y

re g is

te re

d p u b li c

a c c o u n ti n g

fi rm

s a n d

fi v e

a p p e n d ic

e s

c o n ta

in in

g e x a m

p le

re p o rt

s a n d

a d d it io

n a l g u id

a n c e .

c o n ti

n u e d

o n

n e x t

p a g e

55