Sarbanes-Oxley vs. Dodd-Frank

The Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act have been hailed by some as two of the biggest pieces of corporate reform legislation passed by the U.S. in recent decades. Both followed costly but very different kinds of scandals and corporate collapses that rocked Wall Street.

Sarbanes-Oxley was intended to protect investors from corporate accounting fraud by strengthening the accuracy and reliability of financial disclosures. It was passed by Congress in 2002 after a number of billion-dollar accounting scandals, perhaps most famously at energy-trading company Enron and telecommunications company WorldCom.

The Dodd-Frank Act was passed in 2010 in response to the 2007-08 financial crisis, which brought Wall Street to its knees. Dodd-Frank was meant primarily to reduce risk in the financial system by more closely regulating big banks and financial institutions.

Key Takeaways

  • Passed in 2002, the Sarbanes-Oxley Act strengthened rules regarding the accuracy of corporate financial reports to prevent accounting fraud after a number of high-profile scandals cost investors billions of dollars.
  • Passed in 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act more closely regulated risk-taking by banks and established rules to prevent predatory lending to consumers after the 2007-08 financial crisis.

The Sarbanes-Oxley Act

To protect investors from corporate accounting fraud, Sarbanes-Oxley placed responsibility for a company's financial reports squarely on the shoulders of its top executives. It mandated that chief executive officers (CEOs) and chief financial officers (CFOs) personally certify the accuracy of the information contained in financial reports, and to confirm that controls and procedures were in place to assess and verify that accuracy.

In fact, CEOs and CFOs were required to personally sign financial reports, confirming that they were in compliance with Securities and Exchange Commission regulations. Failure to do so could result in fines of up to $15 million and prison terms of up to 20 years.

The Dodd-Frank Act

The massive Dodd-Frank Act aimed to protect investors and taxpayers by strengthening the regulations of the financial system, with an eye on containing risk and ending bailouts of "too-big-to-fail" banks, such as those that occurred during the financial crisis.

Among Dodd-Frank's key provisions were the Volcker Rule, the regulation of risky derivatives such as credit default swaps and mortgage-backed securities, and increasing banks' financial cushions.

The Volcker Rule, named for former Federal Reserve Chair Paul Volcker, prohibited commercial banks from engaging in short-term speculative trading with depositors' money. These measures were meant to prevent the build-up of excessive risk-taking by big financial institutions, which was a major factor in the financial crisis and Wall Street's collapse.

Dodd-Frank also created the Financial Stability Oversight Council to monitor risk in the financial system, and the Consumer Financial Protection Bureau to protect consumers from predatory lending practices. Abusive lending practices were blamed for contributing to the sub-prime mortgage collapse at the heart of the financial crisis.

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