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  1. 1. A GUIDE TO RESEARCHING THE SARBANES-OXLEY ACT OF 2002 Advanced Legal Research George R. Jackson May 11, 2007 George Jackson has permission to use this research guide as he sees fit, provided that the author’s anonymity is preserved.
  2. 2. Sarbanes-Oxley TABLE OF CONTENTS INTRODUCTION I. Background on the Sarbanes-Oxley Act Congress passed the Sarbanes-Oxley Act (“SOX”) in 2002 for the purpose of protecting “investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, and for other purposes.”1 SOX was the federal government’s response to what was widely perceived as a growing problem of misleading and dishonest accounting practices within the business world. In the years leading up to 2002, public corporations—most notably Enron and WorldCom—with the help of “independent” auditors, had devised ever-more- ingenious ways to defraud investors by falsifying earnings reports and other financial statements.2 The rising tide of corporate corruption, real or perceived, had eroded investor confidence and damaged the reputation of U.S. financial markets to the point that Congress and President Bush agreed that sweeping reforms were required.3 SOX establishes a comprehensive framework of laws with the goal of increasing oversight of public corporations and improving the quality of financial reporting. The principal reforms are “(1) the creation of an independent accounting oversight board; (2) auditor independence provisions that restrict the non-audit services that accountants may provide to their audit clients; (3) a range of corporate governance and responsibility measures; (4) expanded disclosure requirements . . . (5) mandatory disclosure by analysts of potential conflicts of interest; and (6) a range of tough new penalties for fraud and other violations.”4 The passage of SOX marked the beginning of a paradigm shift in the U.S. financial market’s approach to public accounting. The New York Stock Exchange and the National Association of Securities Dealers began adopting rules to reform corporate governance, and the Securities and Exchange Commission (“SEC”) proposed new corporate disclosure rules.5 In 1 Sarbanes-Oxley Act of 2002, Pub. L. No. 107-204 (HR 3763) (2002). 2 Bostelman, John T., The Sarbanes-Oxley Deskbook 1-1 (2003). 3 Bloomenthal, Harold S., Sarbanes-Oxley Act in Perspective xi (2006–07 ed.). 4 Hamilton, James & Trautmann, Ted, Sarbanes-Oxley Act of 2002: Law and Explanation 101– 02 (2002). 5 Bostelman, supra note 2, at 2-8 thru 2-10. Page 2 of 27
  3. 3. Sarbanes-Oxley fact, several provisions of SOX required the SEC to adopt implementing rules by specified dates.6 The effectiveness of the reforms implemented by SOX has been the subject of significant debate since 2002.7 Although several amendments have been proposed—mainly with the goal of easing the regulatory burden on corporations—the SEC and other corporate watchdog groups have staunchly defended SOX’s strict mandates. Regardless of its merits, SOX’s breadth virtually ensures that anyone dealing with any matter related to publicly held corporations will be affected by it. Simultaneously, the far-reaching nature of this legislation can impose a daunting obstacle to any researcher who has only casual or no familiarity with SOX. II. Strategy for Researching the Sarbanes-Oxley Act One thing should be made clear at this point: If you are a novice in the areas of corporate accounting and disclosure, securities regulation, and financial reporting, then this research guide is not for you. Find an expert in your problem-area and consult him or her. The areas affected by SOX are much too complicated for inexperienced researchers. This Guide assumes a basic level of proficiency in the law pertaining to public corporations. Accordingly, you will find this Guide to be most helpful if, at a minimum, you are a legal professional with basic research skills and at least some familiarity with corporate law and securities regulation. Research strategies tend to vary with the personal preferences and skill levels of individual researchers. However, you may find the following advice helpful as you begin your inquiry into SOX. First and foremost, define your questions with as much precision as possible. General research rarely produces specific answers. So, have a plan and stick to it. Then, begin by reading the pertinent portions of SOX itself. The text of the legislation will provide both foundation and direction for additional research, and if you are very lucky, it may even provide the answer you are looking for. There is a plethora of legislative history pertaining to SOX—some helpful, some not. In lieu of sifting through debates and committee reports, your second step should be to consult SEC regulations and caselaw. These sources will provide authoritative interpretations of SOX and may direct you to the most relevant portions of the legislative history. Chances are good that you will find all the information you need simply by searching the text, the regulations, and the caselaw. If, on the other hand, your issue has not yet been resolved by Congress, the SEC, or the courts, you will need to do more digging. Numerous secondary sources—treatises, law review articles, loose-leaf services, and even websites—have been dedicated to SOX. The internet, including electronic databases, will help you to quickly and efficiently search these sources. It is recommended that you start with the secondary sources suggested in this Guide, as they have been pre-screened for relevance to, and helpfulness with, SOX issues. However, you should be aware that lots of sources not covered by this Guide also contain information that may assist your 6 Bloomenthal, supra note 3, at xi. 7 Neal St. Anthony, Chief Overseer Aims to Ease Sarbanes-Oxley, STAR TRIB., April 8, 2007. Page 3 of 27
  4. 4. Sarbanes-Oxley research. A visit to your local law library (and a chat with your local law librarian) may provide you with the additional information you need. RESOURCES FOR THE SARBANES-OXLEY ACT RESEARCHER I. Getting Started The section provides information about basic resources available to the SOX researcher. Many researchers will undoubtedly already possess these, or similar, resources. Nevertheless, it is always a good idea to make sure that the basic research issues are covered before proceeding to more advanced topics. A. LEGAL DICTIONARIES “A legal dictionary is an alphabetic arrangement of legal words and phrases with a definition provided for each.”8 A thorough researcher always has at least one legal dictionary by his or her side. The most popular legal dictionaries are Black’s Law Dictionary and Ballentine’s Law Dictionary. This guide assumes that researchers already have one or the other (or both). Since SOX pertains exclusively to corporations, the researcher should go one step further and acquire a dictionary of business terms. This Guide recommends the following business dictionaries. 1. Dictionary of Business and Management, 4th ed. Oxford, NY: Oxford University Press (John Pallister & Allan Isaacs, eds., 2006). a. Updating Methods: This 562-page dictionary is updated by new editions. The third edition was published in 2002, four years prior to the current edition. b. Access Points: Check your local library system or bookstore. This dictionary is not available in electronic format. The table of contents provides guidance for the researcher. c. Usefulness: This dictionary features up-to-date coverage of over 6,700 terms on topics ranging from marketing to taxation, accounting, business strategy, and international finance. It also covers e-commerce, including up-to-date vocabulary for buying and selling online. The dictionary has been expanded to cover the European Union and contains a new appendix listing useful websites and addresses for further research. 8 Berring, Robert C. & Edinger, Elizabeth A., FINDING THE LAW 300 (11th ed., 1999) [Hereinafter “Finding the Law”]. Page 4 of 27
  5. 5. Sarbanes-Oxley d. Comparison to Other Sources: The dictionary is both general and comprehensive. It will answer questions about a variety of terms and concepts related to SOX. Unfortunately, it is not available online. 2. Dictionary of Business Terms. Shim, Jae C. Mason, OH: Texere (2006). a. Updating Methods: This 441-page dictionary has not been updated since it was first published in 2006. b. Access Points: This dictionary is available online from Net Library at www.netlibrary.com (note that you must be a member of a library that subscribes to Net Library). Alternatively, your local library system may be able to provide electronic access or a hard copy. There is a table of contents, and the text may be searched online. c. Usefulness: This dictionary covers every functional aspect of an organization, with more than 3,200 defined terms. All terms include a definition, a description in context, and examples. For some of the more complex topics, an analysis is provided. Some terms will include website information that further illustrates or clarifies the term d. Comparison to Other Sources: This dictionary provides somewhat more in-depth treatment of somewhat fewer terms. It will provide answers to basic business-related questions that may arise during research of SOX. It is also available online (Net Library), which makes searching for SOX-related terms much easier, provided, of course, that your library subscribes to Net Library. B. HORNBOOKS & NUTSHELLS “Hornbooks are texts that address the major questions in a particular legal field . . . .”9 Nutshells are like hornbooks, but with simpler and more straightforward discussion of specific legal topics.10 Advanced SOX researchers probably will have little or no use for nutshells, due to their simplicity. However, hornbooks can prove to be invaluable tools for analyzing complicated issues. This Guide recommends the following nutshells and hornbook. 1. Hazen's Hornbook on the Law of Securities Regulation, revised 5th ed. Hazen, Thomas Lee. St. Paul, MN: Thomson/West (2006). a. Updating Methods: This 927 page hornbook was last updated by a revised edition in October 2006. 9 Finding the Law, supra note 8, at 297. 10 Id. Page 5 of 27
  6. 6. Sarbanes-Oxley b. Access Points: This hornbook contains a subject index, table of cases, and table of contents. It is not available online. c. Usefulness: This hornbook contains short sections analyzing the various aspects of SOX, including registration and disclosure obligations, exemptions from registration, reporting obligations, proxy rules, tender offer regulation, and civil liabilities. The hornbook provides broad coverage of securities law in general and is useful for the researcher who desires to understand the big picture of securities regulation. d. Comparison to Other Sources: This hornbook is quite up-to-date (at least, as of the date of this Guide), and it offers comprehensive, although not in-depth, coverage of securities regulation. 2. Corporations: Examples and Explanations, 5th ed. Palmiter, Alan R. New York: Aspen Publishers (2006). a. Updating Methods: This 681-page nutshell is updated by new editions. The fourth edition was published in 2003, three years before the current edition. b. Access Points: This nutshell provides a table of contents, table of cases, and a topical index to assist the researcher. It is not available in electronic format. However, you should be able to find it in your local library system or bookstore. c. Usefulness: Each section of this nutshell provides a short account of the law, followed by a variety of concrete examples and explanations that reinforce and give substance to the key rules and concepts. Statutes and cases are presented in context, with examples illustrating the interplay of law and business. It is geared toward law students who do not have a business background, and it contains helpful visual aids, such as tables and diagrams. Most notably, the new edition also contains more comprehensive coverage of Sarbanes-Oxley, including an overview of regulation of accounting/audit activities, NYSE/NASDAQ corporate governance listing requirements, rules on lawyer’s responsibilities, implications of prohibition against executive loans, CEO/CFO certification of internal controls, and disgorgement of stock-based compensation after financial restatements. The new edition also contains tables for Sarbanes-Oxley provisions, and provides new and updated examples and explanations. Page 6 of 27
  7. 7. Sarbanes-Oxley d. Comparison to Other Sources: The virtue of this nutshell is that it does more than simply state the black-letter law. The researcher will benefit from helpful examples, diagrams, and discussion of important cases related to corporate law and SOX. The drawback is that the nutshell is not available online, and generally, only law libraries carry it. 3. Understanding the Sarbanes-Oxley Act of 2002: What Every Lawyer Needs to Know. McAlevey, Michael R. New York, N.Y.: Practising Law Institute (2002). Prepared for distribution at the program by the same name held August 27, 2002. Includes bibliographical references. a. Updating Methods: This 658-page hornbook has not been updated since it was first published in 2002. b. Access Points: This hornbook provides a table of contents, table of cases, and topical index to assist the researcher. It is not available in electronic format. However, you should be able to find it in your local library system or bookstore. c. Usefulness: This hornbook contains a detailed description of SOX and its effect on the corporate world. It’s author is also the chief corporate and securities counsel for GE and formerly worked for the SEC. The hornbook contains highly relevant information for SOX research—particularly for lawyers who practice in areas affected by SOX. d. Comparison to Other Sources: This hornbook is written from a more practical perspective—as opposed to a theoretical perspective. It should prove particularly useful in answering questions from practitioners about various aspects of SOX. Otherwise, it shares the same features of the preceding two nutshells. II. Primary Sources Primary sources are essential to all legal research, including SOX research, because they contain the actual law. These sources consist of statutes, administrative regulations promulgated under statutory authority, and cases that interpret and apply the statutes and regulations. The vast majority of legal issues can be resolved simply by referencing these sources. A. STATUTES SOX is far-reaching legislation, with sections codified in Titles 11, 15, 18, 28, and 29 of the United States Code. For this reason, it is best to begin research by finding the full text of the SOX legislation. There are two ways to do this. First, you can look up SOX’s public law Page 7 of 27
  8. 8. Sarbanes-Oxley number 107-204 in the United States Code Congressional and Administrative News. Second, you can look up SOX in the Statutes at Large at 116 Stat. 745 (i.e. page 745 of volume 116). With the full text of SOX in front of you, identify the particular sections that appear to be relevant to your issue. Armed with this information, you can then locate each relevant section in the code. There are two ways to do this. You can look up SOX’s popular name, “Sarbanes- Oxley Act of 2002,” in the Popular Names Table of the United States Code. This table shows where each provision of SOX is codified. Alternatively, the United States Code, United States Code Annotated, and United States Code Service have tables that shows where each provision of each public law is now codified. Simply reference SOX’s public law number (107-204) in these tables. Finally, it is a good idea to use an annotated version of the United States Code. Both West and LexisNexis publish such versions—United States Code Annotated and United States Code Service respectively. The annotations will prove invaluable to your research, as they provide information concerning legislative history and amendments, important cases, law review articles, legal encyclopedias, treatises, practice aids, and search keywords.11 Just remember that the United States Code is the only official and authoritative publication of U.S. law. So, any citations in legal documents (other than research memoranda for internal use) should be to the United States Code. 1. United States Code Annotated. St. Paul, MN: Thomson West (1927 -). a. Updating Methods: This multi-volume source is updated with new editions annually, as well as pocket parts and supplements throughout the year. b. Access Points: This source is available in hardcopy at your local law library, or online at Westlaw (database: USCA). There are multiple access points, including a general index, popular name table, public law table, and a table of contents for each volume. c. Usefulness: As mentioned above, this source provides both the code and annotations to the code. These annotations are invaluable for any legal researcher. Remember, however, that this source is not the official law and should not be cited as such. d. Comparison to Other Sources: This source is substantially similar to the United States Code Service, published by LexisNexis. As 11 At the opposite end of the spectrum, if you are simply looking for the text of a statute for which you already have a cite, the easiest way to find it is to use Google. Simply type in the citation and click “search.” This method should return several free websites that will allow you to view the statutory text. In particular, you can access the U.S. Code at www.gpoaccess.gov/uscode, or you may visit Cornell Law School’s fabulous (and reliable) website at www.law.cornell.edu. For more information about the internet and online legal research, see section IV of this Guide. Page 8 of 27
  9. 9. Sarbanes-Oxley far as information content and searchability are concerned, this source is at the top of the list for statutory research. The drawback is that the researcher must have a subscription to Westlaw to use this source (or have access to a library that has the hardcopies). 2. United States Code Service. Charlottesville, VA: LexisNexis (1972 -). a. Updating Methods: This multi-volume source is updated with new editions annually, as well as pocket parts and supplements throughout the year. b. Access Points: This source is available in hardcopy at your local law library, or online at LexisNexis (Legal>Federal Legal – U.S.>United States Code Service (USCS) Materials>United States Code Service – Titles 1 through 50). There are multiple access points, including a general index, popular name table, public law table, and a table of contents for each volume. c. Usefulness: As mentioned above, this source provides both the code and annotations to the code. These annotations are invaluable for any legal researcher. Remember, however, that this source is not the official law and should not be cited as such. d. Comparison to Other Sources: This source is substantially similar to the United States Code Annotated, published by Westlaw. As far as information content and searchability are concerned, this source is at the top of the list for statutory research. The drawback is that the researcher must have a subscription to LexisNexis to use this source (or have access to a library that has the hardcopies). One other interesting detail is that the United States Code Service does not alter any of the text of the statute as enacted, whereas the United States Code and the United States Code Annotated both change statutory terminology to reflect the standard terminology used by the Code or the terminology as replaced by another statute. 3. United States Code. Washington, D.C.: U.S.G.P.O. (2000). a. Updating Methods: This multi-volume source is updated with new editions every six years. b. Access Points: This source is available in hardcopy at your local law library and online at a variety of free websites such as www.gpoaccess.gov/uscode. Access points include a general index, a popular names table, and a table of contents. Page 9 of 27
  10. 10. Sarbanes-Oxley c. Usefulness: As far as federal statutes are concerned, this is the premier source. The only reason not to cite to this source would be if a statute is new enough that it has not yet been codified here. In this case, the statutes could be cited to the USCA or the USCS. The Statutes at Large or Public Law citation would also suffice. d. Comparison to Other Sources: The United States Code is the authoritative source for the law; other statutory publications simply re-publish the content of the USC. The drawback is that the USC is published rather infrequently—i.e. 6 years between additions, as opposed to virtually continuous updating by other sources. This is not a major issue, however, because the source is updated with bound supplements in intervening years. To fill in the blanks, the researcher may also consult other sources to find public laws and statutes that have been enacted since the most recent version of the United States Code was published. 4. United States Statutes at Large. Washington, D.C.: U.S.G.P.O. (1937 - ). a. Updating Methods: Each year, a new volume is published containing the public laws for the most recent Congress. Sometimes, new volumes are published in parts. b. Access Points: This source is available in hardcopy at your local law library and online at Westlaw (database: US-STATLRG, covering 1789 to 1972). Also, GPO Access (www.gpoaccess.gov/ statutes) contains the statutes enacted in the 108th Congress, Volumes 117–118, with future volumes to be added as they become available. Access points include a subject index, a popular names table, a table of contents, and lists of bills enacted into public and private law. Note that Public Laws after 1972 may be accessed on Westlaw via public law number at databases US-PL and US-PL-OLD. c. Usefulness: This source contains the text of all bills enacted by Congress into public or private law, organized by the date of enactment. It allows the researcher to find the full text of legislation that was codified in several different sections of the United States Code. It also fills in the gaps between editions of the Code. d. Comparison to Other Sources: Like the United States Code, this source is the law. Unlike the United States Code Service or the United States Annotated Code, this source contains both public and private laws. (Private laws generally are not codified.) For SOX Page 10 of 27
  11. 11. Sarbanes-Oxley researcher, this source provides the full text of SOX, as well as footnotes with citations to important legislative history. B. LEGISLATIVE HISTORY Legislative history is often important to understanding and interpreting legislation like SOX. Court will often look to legislative history to resolve ambiguities or conflicts in the text. The history can also aid the researcher in discovering background information about SOX. Many times, important history will be discusses in other sources, such as law review articles or cases. However, the careful researcher should always check the actual history for verification. SOX is a relatively new law, which means that all of its history is accessible online. However, older laws related to SOX—e.g. the Securities Act of 1933—are generally only covered by print sources. The exception to this rule is that legislative history for older laws may be discussed in secondary sources—e.g. law reviews, news articles, and treatises—that are available online. Therefore, it is recommended that the SOX researcher begin his or her legislative history inquiry by examining online sources. 1. Thomas, at http://thomas.loc.gov/. Library of Congress, 1995 -. a. Updating Methods: This website is hosted by the Library of Congress and is updated periodically as new information becomes available. b. Access Points: This source is only available online. Searches may be conducted using various keywords and phrases and may be restricted by date, source, section of source, and number of Congress. Also, bills and resolutions may be searched by type, popular name, and number. c. Usefulness: This source allows the researcher to track congressional activity on bills and resolutions. It also provides access to the Congressional Record, committees, schedules, treaties, and resources for learning about the legislative process. Coverage varies by source, but is generally available beginning with the 101st Congress. The exception is that information on treaties is available beginning with the 91st Congress. d. Comparison to Other Sources: This source is free, and it provides more access points and search options than other comparable sources. It is especially useful for tracking activity on current bills and resolutions. The downside is that coverage is limited (nothing before 1989), and the website is not as user-friendly as it could be. Also, there are no cross-references or annotations to guide additional research. 2. GPO Access, at http://www.gpoaccess.gov, U.S.G.P.O, 1993 -. Page 11 of 27
  12. 12. Sarbanes-Oxley a. Updating Methods: This website is hosted by the U.S. Government Printing Office and is updated periodically as new information becomes available. b. Access Points: Access points include an A-Z resource list, a publication index, and a multiple-database search engine. This source also provides glossaries of terms and explanatory information related to the various publications and the entities that produce them. c. Usefulness: This source is free and provides official government information on all three branches of the federal government and the publications produced by those branches since approximately 1994. Basically, most federal government publications or information related to a publication or the publishing agency can probably be found here. d. Comparison to Other Sources: The scope of this source far exceeds that of other free sources. However, search options are not as sophisticated as Thomas or LexisNexis Congressional. Also, coverage begins around 1994, which prevents research of some older securities and public accounting laws. 3. LexisNexis Congressional. a. Updating Methods: This online subscription service provides a plethora of sources that are updated on varying schedules as information becomes available. b. Access Points: Searches can be performed using keywords and may be restricted to a variety of fields, including dates, publication types, title, subject, and full text. A document can also be accessed by publication number. In addition, the researcher will find helpful tutorials for constructing searches, a glossary of terms, and a chart of sources and coverage dates. c. Usefulness: This source provides access to almost all congressional publications, although coverage dates vary. In addition to publications, this source provides information on political news and the various congressional committees and committee members. d. Comparison to Other Sources: This source gives the researcher more search options than the free websites like Thomas and GPO Access. The convenience of electronic searching greatly improves Page 12 of 27
  13. 13. Sarbanes-Oxley search efficiency, and coverage is fairly expansive as far as dates are concerned. The drawbacks are 1) the need to have a subscription in order to use the source and 2) the lack of an index. By contrast, the CIS/Index (discussed next) is free at your local law library and contains a concise listing of all legislative history related to SOX. 4. CIS Index Annual. Bethesda, MD: LexisNexis, (2001 -). a. Updating Methods: This index to the Congressional Information Service is updated annually with new volumes. b. Access Points: The index is available in hard copy and online through LexisNexis (Legal > Federal Legal – U.S. > Legislative Histories & Materials > US – CIS Legislative Histories). Each volume is organized by year and public law. c. Usefulness: The 2002 CIS Index: Legislative Histories of US Public Laws contains a list of all legislative documents related to SOX. Just look up SOX’s public law number (107-204). This volume provides citations and brief descriptions of reports, related bills, debates, hearing transcripts, committee prints, and miscellaneous documents. d. Comparison to Other Sources: This source is an index, which means it is useful for directing the researcher to other sources. It contains a well-organized description of every piece of legislative history related to SOX, and it is available online and in hard copy. The key advantage this source offers is the ability to look up a public law and instantly find citations to all the legislative history related to that law. 5. United States Code Congressional and Administrative News. St. Paul, MN: Thomson West. a. Updating Methods: This source is updated with supplements and annual new volumes. b. Access Points: This source is available in hard copy and online from Westlaw (database: USCCAN). It is organized by year and public law number. It also provides tables of public laws, bills and resolutions, proclamations, executive orders, legislative histories, and popular names. c. Usefulness: This source allows one-stop-shopping for legislative history. It provides the full text of SOX and shows where each Page 13 of 27
  14. 14. Sarbanes-Oxley section has been codified in the USC. It also contains the full legislative history of SOX. d. Comparison to Other Sources: The source is not an official U.S. Government publication. However, it is an authoritative source for legislative history. Unlike the CIS Index, this source actually contains the full text of all legislative documents relating to SOX. It is also electronically searchable on Westlaw. C. ADMINISTRATIVE REGULATIONS Two federal agencies have authority to promulgate regulations relating to SOX—the Securities and Exchange Commission and the Public Company Accounting Oversight Board. These regulations are authoritative. So, the SOX researcher must be aware of them and should investigate whether there are regulations relevant to his or her topic. 1. Securities and Exchange Commission website, at www.sec.gov. a. Updating Methods: The website is updated on an ongoing basis. b. Access Points: The website may be searched by document type, document number, or year. c. Usefulness: This website contains SEC staff interpretations, regulatory rules (proposed and final, including citations to the CFR), rules of practice, orders and notices, and records of administrative hearings. It also contains rules promulgated by the Public Company Accounting Oversight Board. d. Comparison to Other Sources: This website contains all the applicable administrative regulations, including regulations now codified in the CFR. The website is free; however, it does not offer most of the advanced search features available from Westlaw and LexisNexis. 2. Code of Federal Regulations. Washington, D.C.: U.S.G.P.O. (1949-). a. Updating Methods: The CFR is updated annually with new volumes, as well as monthly supplements. b. Access Points: This source has a general index by topic and subject and a table linking regulations to the various statutes in the USC. Also, this source is available online at West (database: CFR) and LexisNexis (Legal > Federal Legal – U.S. > Administrative Agency Materials > CFR – Code of Federal Regulations). Page 14 of 27
  15. 15. Sarbanes-Oxley Selected portions are available on the SEC’s website at www.sec.gov. c. Usefulness: Researching administrative regulations can be quite tedious, but this source makes it easier by providing a monthly list of sections affected. Each regulation also shows where it first appeared in Federal Register and cites to its enabling statute in the USC. d. Comparison to Other Sources: This is the authoritative source for regulations pertaining to SOX. Although other sources— particularly online sources—may be easier to access or to search, any final brief must cite regulations to the CFR. However, it may be easier to begin research with the SEC’s website and then verify regulations in the CFR. D. CASES SOX has spawned quite a bit of litigation in its relatively brief existence. As with any legal issue, a working knowledge of the relevant caselaw is necessary. However, there are many, many different sources for cases. Obviously, the major reporters publish many potentially useful cases, but the trick is finding those cases. The online sources discussed in Section IV of this Guide all provide access to cases. In addition, a simple Google search may reveal important information, while much more sophisticated searching is available via Westlaw and LexisNexis. This Guide provides several suggestions for efficiently locating caselaw, but in the end, it is up to the researcher to determine which method is preferable. Both West and LexisNexis provide securities practitioner pages.12 These pages allow the researcher to instantly access special case reporters. For example, the FLB-SAROX database on West contains all SOX administrative decisions, and the FSEC-CS database contains all federal securities cases. The LexisNexis page provides similar content, including a Federal securities cases database, as well as databases containing administrative decisions and pleadings, motions, and verdicts. General searches in online databases may also be effective. Since SOX is such a broad piece of legislation, it is impossible to provide anything more than general guidance as to search terms. A keyword or subject search should always include the term “Sarbanes-Oxley” as well as some term specific to the salient legal issue. In Lexis, the two recurring topical areas are “Securities Law” and “Business & Corporate Law.” In West, the securities regulation key number is 349B. Securities regulation is the main topic for SOX cases in West. However, other key numbers for other topics may be discovered by using a headnote search. So, for example, to 12 To access the West page, simply click the “add/remove tabs” link and check the “securities law” box. To access the LexisNexis page, click on the “research system” tab, then the “add/edit tabs” link. You may then add the “securities” tab by selecting it from the “jurisdiction and area of law” list. Page 15 of 27
  16. 16. Sarbanes-Oxley find key numbers related to SOX’s whistleblower protections, do a terms and connectors search for he(“Sarbanes Oxley” /p whistleblow! retaliat!). There are other sources for cases as well. The SEC website allows the researcher to track litigation that the SEC is involved in. Just go to www.sec.gov/litigation.shtml. Beyond the internet, good sources for cases include annotated statutes (such as USCA and USCS), loose-leaf services, law reviews, and treatises. III. Secondary Sources Secondary Sources include a wide range of materials—basically all materials that are not primary sources. Some of these sources are designed for the academic world—e.g. most law review articles—while others are specifically intended to assist the practitioner—e.g. most loose- leaf services. These sources often serve two valuable purposes: First, they assist the researcher in understanding and using the information contained in primary sources. Second, they direct the researcher to the most useful primary sources. A third arguable purpose, which is most evident in law review articles, is to expand law and legal theories articulated by primary sources. Often times, a thoroughly researched law review article can persuade judges to change or modify existing law. The world of secondary sources is virtually unlimited. However, this Guide recommends that the SOX researcher begin with the following sources. A. LOOSE-LEAF SERVICES Loose-leaf services encompass “any set of books that are issued in loose-leaf binders.” 13 They are easy to update—just open the binder and replace old pages. Consequently, these sources are often revised with much greater frequency than other sources. For the SOX researcher, the essential loose-leaf is The Sarbanes-Oxley Deskbook. 1. The Sarbanes-Oxley Deskbook. Bostleman, John T. New York, NY: Practising Law Institute (2003-). a. Updating Methods: This two-volume source is updated continually. b. Access Points: Access points include a detailed table of contents, a table of chapters, and a subject index. Unfortunately, the source is not available online. c. Usefulness: This source is essential for the SOX researcher. It contains background information, primary sources, and secondary sources. In short, it is likely to have information that is relevant to any issue arising under SOX. d. Comparison to Other Sources: This source could feasibly be used in place of most of the other sources listed in this Guide. Granted, 13 Finding the Law, supra note 8, at 307. Page 16 of 27
  17. 17. Sarbanes-Oxley it is not electronic, but the detailed table of contents makes searching fairly painless. It also collects a lot of primary and secondary sources, which makes additional research much easier. 2. Legal Looseleafs in Print. New York, NY: InfoSources Pub., (Arlene L. Eis, ed., 1981-), available at http://www.infosourcespub.com/. a. Updating Methods: This index is updated annually. b. Access Points: This index contains a publishers’ directory and index, an alphabetical list of loose-leafs by title, a list of cessations and deletions, a list of online and electronic loose-leafs, and a subject index. Also, it is available online. c. Usefulness: Loose-leafs provides a comprehensive listing and subject index of the legal loose-leafs currently published in the United States. The information covers over 3,600 loose-leafs concerning all areas of law, published by 200 different publishers. This source appears to be a fantastic guide to other sources that will provide current information on topics such as corporate governance and Sarbanes-Oxley. d. Comparison to Other Sources: This source is an index, which means that it serves as a guide to finding other sources. It does not contain any substantive information about SOX, but it will direct the researcher to loose-leaf services that are relevant to SOX. B. TREATISES Treatises provide comprehensive discussion of a particular area of law. Treatise authors rely on a variety of sources—including all of the primary sources discussed above—to explain the law. These sources are often heavily footnoted, like law review articles; however, unlike law reviews, they are intended more to explain than to argue. The SOX researcher may find treatises useful for identifying other sources and for analyzing the interplay between the various SOX- related laws. 1. Sarbanes-Oxley Act in Perspective. Bloomenthal, Harold S. St. Paul, MN: Thomson/West 2002. Database updated 2006. a. Updating Methods: This source is updated annually with a new edition. b. Access Points: This source is available in hard copy and on Westlaw (database: SEC-SOAP). It contains a detailed table of contents, as well as a subject index, a table of cases, and a table of laws and rules. Page 17 of 27
  18. 18. Sarbanes-Oxley c. Usefulness: Harold Bloomenthal is West’s preeminent securities law author, and this source provides his in-depth analysis of the current state of SOX. This source is heavily footnoted and analyzes every aspect of SOX, including legislation, cases, administrative regulations, the SEC, and the Public Company Accounting Oversight Board. d. Comparison to Other Sources: This source is dedicated entirely to SOX. However, it take a broad approach, discussing issues that are directly and indirectly related to SOX. The detailed table of contents and subject index make it easy to use, and it is updated each year, which means the information is current. 2. Corporate Governance: Law and Practice. Schwartz, Bart & Goodman, Amy L. Newark, NJ: LexisNexis (2004-). a. Updating Methods: This source is updated annually with new editions. b. Access Points: This source is available in hard copy and on LexisNexis (Legal > Area of Law by Topic > Corporate > Corporate Governance). It has a detailed table of contents and a subject index. c. Usefulness: This source examines all aspects of corporate governance. It addresses the major policies embodied in legislation, case law, state and federal regulations, stock market listing requirements, and best practices guidelines concerning the rights of shareholders and the obligations of the managers and directors who run and oversee companies on their behalf. The source also includes numerous chapter and treatise appendices for quick reference, including sample charters, sample forms, NYSE and NASDAQ corporate governance listing standards, selected federal securities statutes and regulations, and best practices reports and guidance from influential private sector groups. d. Comparison to Other Sources: Unlike Sarbanes-Oxley Act in Perspective, this source does not focus entirely on SOX, but instead addresses the broader field of corporate governance. It also has a table of contents and index that make it easy to use. Practitioners, in particular, will find this source useful due to the many helpful charts, forms, and tables contained in the appendices. C. AMERICAN LAW REPORTS. Page 18 of 27
  19. 19. Sarbanes-Oxley American Law Reports is a continuing series of articles that collect and analyze every court case decided on a particular point of law. Each ALR article shows which cases are controlling and explains why. Along with critical case citations, ALR provides references to statutes, digests, texts, treatises, law reviews, and legal encyclopedias. ALR articles also analyze factual distinctions among cases. There are six editions of ALR. The first five cover the years 1919 – 2005 and were published by Lawyers Cooperative Publishers in Rochester, NY. Beginning in 2005, Thomson West (located in St. Paul, MN) published the 6th and latest ALR edition. ALR is updated by new editions and pocket parts when the publisher makes them available. On Westlaw, ALR may be accessed using the database ALR. LexisNexis has made available the 2d, 3d, 4th, 5th & Federal editions of ALR, which may be accessed at the Legal > Secondary Legal page. ALR articles are like treatises in that the authors tend to engage in objective analysis, rather than arguing a particular legal theory. However, like law review articles, ALR articles usually focus on a narrow topic, instead of attempting to analyze a broad area of law. ALR articles are relatively short and heavily footnoted, making them an ideal starting point for the legal researcher. The problem, of course, is finding an article on point. SOX is both new and broad legislation, and the available ALR articles do not come close to addressing all the potential legal issues under SOX’s provisions. D. LAW REVIEWS AND ARTICLES Many law reviews and other articles have dealt with some aspect of SOX; so, it is impractical to list them all here. The researcher should be aware of the following indexes, as well as specialized securities law reviews and business-article databases. The indexes will allow the researcher to quickly and easily identify relevant law review articles and other sources. The specialized law reviews contain a broad range of scholarly work dedicated to topics relevant to SOX. Finally, the databases provide access to non-legal articles that discuss current SOX issues and may contain invaluable background information on SOX-related issues. 1. Current Law Index. Los Altos, CA: Information Access Corporation, (1980-). Electronic versions of this title: LegalTrac and/or Legal Resource Index (LRI). a. Updating Methods: This index is updated monthly, with quarterly and annual cumulations. b. Access Points: This index contains a table of contents, subject index, author and title index, table of cases, and table of statutes. It is also available online on Westlaw (database: LRI). c. Usefulness: This source provides a comprehensive index of articles published in over 850 journals from the United States, Canada, Great Britain, New Zealand and Australia. Coverage includes legal periodicals, such as law reviews, bar association Page 19 of 27
  20. 20. Sarbanes-Oxley journals and legal newspapers, as well as selected legal articles from newspapers and periodicals that generally cover subjects other than law, indexed after December 1979. This source will serve as an excellent tool for finding articles about corporate governance and SOX. d. Comparison to Other Sources: This index is available in hardcopy and online through Westlaw. Also, there is a free online resource called LegalTrac that provides a list of all legal periodicals published since 1980. The index serves as a worthwhile starting point for research. 2. Index to Legal Periodicals and Books. New York, NY: H.W. Wilson Co., (1995-). Previous title: Index to Legal Periodicals, 1929-1994. a. Updating Methods: This index is updated monthly, with annual cumulations. b. Access Points: This index contains an index of periodicals, and periodicals are arranged alphabetically by subject. This index is available online at Westlaw (database: ILP) and at the publisher’s website (Wilson Web). c. Usefulness: This source indexes articles that have appeared in over 500 journals from the United States, Canada, Ireland, Great Britain, Australia and New Zealand. It normally contains law reviews and other university publications, bar association journals, yearbooks and government publications that regularly publish legal articles. d. Comparison to Other Sources: This index is perhaps the only source that provides a list of authors and article topics for each periodical it contains. Beyond that feature, this index is quite similar to the Current Law Index discussed above. The exception is that this index does not have a free online access point. Like the CLI, this index serves as a useful starting point for SOX research. 3. Periodical Databases. a. Business Source Premier. This database includes both scholarly journals and periodicals for practitioners. It contains full-text coverage of more than 2,800 journals in business, economics, political science and public administration. Coverage dates vary per each periodical. The database also contains company reports, market research, industry reports, and EU country documents. Page 20 of 27
  21. 21. Sarbanes-Oxley Results can be downloaded or emailed. The publisher is EBSCO publishing at www.ebscohost.com. A subscription is required to access this database, but many libraries and schools subscribe to EBSCOhost. As its name implies, Business Source Premier is one of the premier resources for business research, which may very well be necessary to find answers to SOX-related questions. b. JSTOR. This database allows researchers to access high- resolution, scanned images of journal issues and pages as they were originally published. Areas of coverage include arts and sciences, biological sciences, business, ecology, health and general sciences, language and literature, mathematics, and music. Obviously, the business area is the most likely to provide articles related to SOX. The source is available online at www.jstor.org. Like Business Source Premier, this database requires a subscription, and again, many libraries and schools subscribe to it. Incidentally, JSTOR is a non-profit organization, which means it is more concerned with assisting the researcher than it is with making money. c. Wall Street Journal. The Wall Street Journal is the premier business newspaper and contains extensive coverage of stock markets, finance, investments and business-oriented news. The database version from Proquest (www.proquest.com) includes business and financial news and analysis, company news, regular columns, special reports, articles on the national and world economy, editorials and opinion, interviews, and Reuters news stories. However, Proquest excludes charts and free standing tabular data, such as stock tables and other exchange listings. For the complete journal, the researcher can use Lexis. From the News & Business tab, click on “Wall Street Journal” under Individual Publications. Do a terms and connectors search with no keywords, and simply restrict by the dates that you desire to view. The search will return all articles for the dates entered. 4. Specialized Securities Law Reviews. a. Securities Law Review. Albany, N.Y.: Sage Hill Publishers (1969 -). This annual publication contains securities-law articles selected by the editors from periodicals published each year, together with an introduction analyzing how each article relates to the year’s leading issues. It is also available on Westlaw (database: SECLAWREV). b. Journal of Business and Securities Law. East Lansing, MI: Journal of Business and Securities Law (2000 -). This journal is an annual, Page 21 of 27
  22. 22. Sarbanes-Oxley student-edited publication from Michigan State University. It contains articles submitted by legal scholars on subjects related to business and securities. This journal is also available on Westlaw (database: JBSECL). c. Fordham Journal of Corporate and Financial Law. New York, N.Y.: Fordham University School of Law (2000 - ). This journal is an annual, student-edited publication of articles, notes, comments, book reviews, essays, symposia and conference proceedings on issues of business law, including financial law, securities law, banking law, bankruptcy, and tax. The journal sponsors at least one symposium per year on a topic of interest. It is also available on Westlaw (database: FDMJCFL) and LexisNexis (Legal > Secondary Legal > Law Reviews & Journals > Individual Law Reviews & Journals > D - F > Fordham Journal of Corporate & Financial Law). d. Delaware Journal of Corporate Law. Wilmington, DE: Delaware Law School of Widener College (1976 - .) This annual, student- edited journal is contains articles, comments, and analyses of recent legislation. Delaware has long been a leader in corporate law (including corporate governance), and many of this journal’s contributing authors are respected authorities in their fields. This journal is also available on Westlaw (database: DEJCL) and on LexisNexis (Legal > Area of Law - By Topic > Securities > Search Analysis, Law Reviews & Journals > By Subtopic > Enforcement & Litigation > Delaware Journal of Corporate Law). e. Securities and Blue Sky Law - Law Reviews, Texts & Bar Journals is a database of securities law reviews and other texts found on Westlaw at SEC-TP. This database provides one-stop access to a variety of securities-related periodicals and other texts. f. Securities Law Reviews, Combined (Legal > Area of Law - By Topic > Securities > Search Analysis, Law Reviews & Journals > State > Securities Law Review Articles, Combined) is the LexisNexis equivalent of Securities and Blue Sky Law. Unlike its Westlaw counterpart, however, this database contains many articles that have been selected from periodicals that do not focus solely on business or securities law. g. West Group Securities Law Series Online (database: SECSERIES) is another great resource available from Westlaw. This database contains over 50 treatises on securities law. E. AGENCIES & ASSOCIATIONS Page 22 of 27
  23. 23. Sarbanes-Oxley In today’s administrative state, many areas of law are increasingly being shaped by government agencies. Securities law and corporate governance law are examples of this trend. Also, there are two associations—the New York Stock Exchange and the National Association of Securities Dealers—that play a major role in facilitating and regulating financial markets. 1. The 2006-2007 United States Government Manual. Washington, DC: Office of the Federal Register, National Archives and Records Administration, (1973 -). Revised June 1, 2006. a. Updating Methods: This manual is revised annually. b. Access Points: This manual is published as a special edition of the Federal Register. It contains a table of contents, and agencies are organized by branch of government. It also provides a name index and a subject index in the appendices. The manual is available online at www.gpoaccess.gov/gmanual/index.html. c. Usefulness: The manual provides comprehensive information on agencies of the federal legislative, executive, and judicial branches. It also includes information on quasi-official agencies, international organizations in which the United States participates, and boards, commissions, and committees. The typical agency description includes a list of principal officials, a summary statement of the agency’s purpose and role in the federal government, a brief history (including legislative or executive authority), a description of programs and activities. Sections of particular interest include the “Sources of Information” section, which lists addresses and telephone numbers for each agency for employment, government contracts, publications, films, and other services available to the public; agency organizational charts; a list defining commonly used Federal abbreviations and acronyms; and a detailed section on Federal agencies that have been terminated, transferred, or changed in name since 1933. The Manual also contains profiles of several agencies, including the SEC, that regulate public corporations and accounting practices. d. Comparison to Other Sources: This manual is the authoritative listing of U.S. government agencies. The SOX researcher will not need any additional sources for this purpose. 2. Securities and Exchange Commission. The SEC is the primary agency charged with regulating U.S. securities markets and ensuring that investors are treated fairly and have access to high quality financial reporting from publicly traded companies. The SEC’s website is www.sec.gov. The agency is discussed in Page 23 of 27
  24. 24. Sarbanes-Oxley more detail under Section II.C of this Guide. As previously noted, the SEC website contains essential information for the SOX researcher, including administrative interpretations, regulations, and decisions. 3. New York Stock Exchange. Founded in New York City in 1972, the NYSE has grown to become the world’s largest financial exchange, offering investors a chance to trade all sorts of financial products such as stocks, bonds, options, futures, and a variety of commodities. All companies whose stock is traded on the NYSE must meet the NYSE’s requirements. Generally, prospective companies must submit drafts of SEC registration materials to both the SEC and the NYSE. During the formal eligibility process, the NYSE financial, corporate governance and listings-compliance staff review and analyze each company’s listing qualifications. The NYSE schedules a compliance meeting to share results of the eligibility analysis and prepares a clearance letter itemizing any conditions required for listing. The NYSE’s website is www.nyse.com. Importantly, this website contains a directory of all listed companies, including information about each company’s SEC filings. 4. National Association of Securities Dealers. The NASD is the world’s largest private-sector regulator of financial services. By law, every securities firm doing business with the American public must register with NASD. The NASD licenses individual securities brokers and admits brokerage firms to the industry, writes rules to govern their behavior, examines them for regulatory compliance, and disciplines those who fail to comply. It also regulates trading in equities, corporate bonds, securities futures, and options. The NASD operates the largest securities dispute resolution forum in the world. Information about NASD regulations and compliance procedures is available at www.nasd.com. This website will be particularly useful to researchers investigating the law as it pertains to securities dealers. 5. Public Company Accounting Oversight Board The PCAOB is a private, non-profit corporation created by SOX to oversee the auditors of public companies in order to ensure that the companies’ financial information is accurate and useful for investors. Accounting firms (in particular, Arthur Andersen) played a significant role in facilitating the corruption that caused the major financial reporting scandals of Enron, WorldCom, and the like. SOX, of course, strives to impose stricter regulations on auditors to ensure their independence. The PCAOB’s website is www.pcaobus.org, and this site provides information on accounting standards and rules, registered accounting firms, and disciplinary proceedings initiated by the PCAOB. This information should prove helpful to any research of the regulation and oversight of public accounting. IV. Online Sources A. WESTLAW Page 24 of 27
  25. 25. Sarbanes-Oxley This Guide has discussed Westlaw in relation to a variety of sources, and this section does not aim to repeat information. However, the researcher should be aware of the key reasons for using Westlaw to investigate SOX-related issues. Westlaw has a larger collection of SOX- related materials than any other online resource, including a variety of materials designed specifically to assist practitioners. As mentioned, all of these resources are collected on a securities practitioner page that is easily accessible by clicking the “add/remove tab” link on the Westlaw homepage. You may also check for sources using the free Westlaw directory at http://directory.westlaw.com. B. LEXISNEXIS LexisNexis also offers some key advantages to the SOX researcher. First, it should be noted that Lexis offers similar resources to Westlaw, again collected on a securities-law tab available by clicking the “add/edit tabs” link on the Lexis homepage. Unfortunately, Lexis’s securities-law sources do not match the variety of Westlaw’s, particularly in the area of practitioner materials. However, if you only have access to Lexis, you should be able to find key resources. The great thing about Lexis is that it offers a collection of news sources that dwarfs all other online collections. This will be quite helpful for researching new issues and monitoring legal developments in older issues. Unlike most sources such as scholarly journals, treatises, and even loose-leafs, the news is updated daily, which allows the researcher to find the most recent information about SOX-related legal events. C. LOW-COST ONLINE RESOURCES. There are a variety of free or low-cost online resources containing information on securities and corporate law. Findlaw (http://findlaw.com) offers free access to the USC, the CFR, the Federal Register, and federal caselaw. Searches may be conducted by subject, citation, or keyword. Findlaw also contains practitioner pages dedicated to securities, securities litigation, and corporate governance. These pages collect resources such as laws, websites, government information, and articles pertaining to SOX-related issues. LoisLaw (www.loislaw.com) offers access to primary sources of law (including statutes, cases, regulations, and administrative decisions), as well as public records and treatises, for a flat rate. This website allows Boolean searching and provides features such as GlobalCite and LawWatch. GlobalCite takes the place of annotations in hardcopy sources and allows the researcher to access other documents that cite to a particular case, statute, or regulation. LawWatch will notify the researcher whenever new documents are added that satisfy predetermined search criteria. LoisLaw provides a demo version that may be used to explore the functionality of the website. VersusLaw (www.versuslaw.com) offers three different levels of access to legal information. The first and cheapest level contains federal cases. The next level adds state materials and increased search capabilities, and the third level adds access to the CFR and the USC, as well as the highest level of search capabilities. VersusLaw would work fine for researchers who are only interested in caselaw. However, it will not work as well for SOX- Page 25 of 27
  26. 26. Sarbanes-Oxley related issues because statutes, regulations, and administrative decisions play such a large role in this area. D. LAW LIBRARIES Law libraries often publish electronic resources on their systems and subscribe to electronic research services such as those described in this Guide. For example, the University of Minnesota Law Library has an “Electronic Resources/Databases” page (go to law.umn.edu and click “Law Library,” then “Electronic Resources/Databases”). This page organizes numerous electronic sources by area of law and allows one-click access to these sources. The drawback is that many of these library systems are password-protected. However, you may wish to check your local law library (or any law library for which you have a membership) to see if electronic sources are available. V. A Guide for the Researcher in a Time Crunch The section of the Guide is meant to assist the researcher who only has a few hours to do a large amount of research. Obviously, the ideal research plan would allow for a thorough investigation of the resources listed here and elsewhere. However, the reality of the practice of law—and particularly litigation—is that sometimes the researcher only has time to dig through a few of (hopefully) the best sources. If you find yourself in this situation, then this section is for you. The sources listed here have been selected to provide the optimum combination of high- quality, comprehensive information in the most efficient manner possible. The following hardcopy sources should be available from your local law library. First, you should check Statutes at Large (see Part II.A) for the text of SOX (116 Stat. 745, Public Law 107-204). Find the relevant provisions and look them up in either the United States Code Annotated or the United States Code Service (see Part II.A). (Note that Statutes at Large provides cites to the Code). Use the annotations in USCA or USCS to guide you to relevant cases and other materials. Finally, you should use the Sarbanes-Oxley Deskbook (see Part III.A) to fill in the gaps in your research. Note that the Deskbook has a detailed table of contents that should make it easy to find information concerning your particular issue. If you prefer online research (or simply do not have time to go to the library), you should look up the text of SOX (Public Law 107-204) in either Westlaw (database: PL) or LexisNexis (using the Guided Search Forms, search for 107-204 in the Public Law database). The USCA is available on Westlaw (database: USCA), and the USCS is available on Lexis (Legal > Federal Legal – U.S. > United States Code Service (USCS) Materials). For additional research, you should access the securities-law page on either Westlaw or Lexis (see supra footnote 12 for instructions). These pages will allow you to pick and choose the sources that you feel will be most relevant to your particular issue. CONCLUSION The SOX researcher will have no problem finding information. Despite the fact that SOX is only five years old, there is a plethora of useful sources—both online and in print— Page 26 of 27
  27. 27. Sarbanes-Oxley pertaining to SOX and SOX-related issues. Still, given SOX’s relative youth, the researcher should keep several caveats in mind. First, caselaw relating to SOX is somewhat underdeveloped. Second, the original legislation has thus far remained unchanged, but amendments have been proposed—particularly amendments to loosen SOX’s corporate financial reporting requirements. Third, as a consequence of the first two caveats, the SEC regulations and administrative decisions take on additional significance as authoritative sources for resolving legal issues under SOX. In other words, the regulations and administrative decisions help to fill in the gaps that Congress and the courts have not yet addressed. The ready availability of information, however, leads to one problem: mainly, information overload. The SOX researcher may have a difficult time locating sources that provide in-depth analysis of particularized legal issues related to SOX. The one exception seems to be employment law, where the researcher will find many sources dedicated to the various aspects of SOX’s whistleblower protections. Beyond employment law, the researcher will probably have to spend significant time sorting through numerous sources to locate information that is pertinent to his or her issue. One effective technique for weeding out the clutter is to begin with a treatise or a loose-leaf service. These sources often provide detailed tables of contents, which makes it easier to locate subtopics, and lots of footnotes, which makes it easier to find other sources relating to the subtopic of interest. It bears repeating that this Guide is not designed for use by individuals who have no familiarity with SOX or laws relating to corporate governance and securities. Consequently, this Guide assumes a basic level of proficiency in the law pertaining to public corporations and in legal research in general. Assuming you meet this requirement, you should proceed to tailor your research strategy to fit your legal issue. A treatise or loose-leaf service can help you define your issue by listing keywords and directing you to other relevant sources. Once you have defined your issue, read through SOX itself to identify pertinent provisions. You should then investigate administrative materials, legislative history, and caselaw relating to any pertinent provisions. If further research is still necessary, you should consult other sources—e.g. treatises, law review articles, loose-leaf services, and organizational websites —such as those discussed in this Guide. If you are feeling overwhelmed, remember two things: First, you can make use of the internet to quickly and efficiently search a broad range of electronic sources. Second, even if you do not have access to sophisticated electronic databases (such as Westlaw or LexisNexis) or if you lack internet access altogether, you may still begin your work with a visit to your local law library. Librarians can help you with everything from planning a research strategy to finding useful sources—all free of charge. A chat with a knowledgeable legal researcher can serve the dual purpose of providing useful information and motivating you to begin your own legal research. Page 27 of 27