When Congress passed the Sarbanes-Oxley Act in 2002, many people considered it a hurried reaction to corporate accounting scandals that were front page stories in the press. The act imposed significant new responsibilities on boards of directors, officers and audit committees, along with potential criminal liability for violations of these new responsibilities.
In-house lawyers need to be aware of five key areas of potential criminal exposure lurking within the Sarbanes-Oxley Act: certification of periodic reports, securities fraud, alteration of corporate documents, retaliation against whistleblowers and obstruction of justice.
