Sarbanes-Oxley: Tech's big complaint of 2005
By
Charles Cooper, CNET News.com
Tuesday, May 03 2005 06:01 PM
commentary Silicon Valley is never short on opinions, especially when it
comes to explaining why the government should butt out of its affairs.
But few are bold enough to go on the record when the subject turns to Uncle Sam's fumbling--real or imagined.
Not so, when the issue is the Sarbanes-Oxley Act.
SOX became law nearly two-and-a-half years ago, in the wake of a string
of corporate financial scandals that nearly wrecked public confidence.
The idea was to force companies to eliminate "creative accounting" and
accurately report what was going on. SOX also carried the threat of
penalties if the folks at the top of the company--the chief executive,
the chief financial officer and the board of directors--failed to
certify that the numbers were accurate and that they had reviewed
internal controls, identifying any concerns they might have come
across.
Straight shooting, honesty and full disclosure--that's right up
there with motherhood and apple pie. Who could argue against? For all
the good intentions, however, you don't find many CEOs giving glowing
testimonials about the wonders of SOX.
The reason: The law is making them miserable.
SOX is costing technology companies time and money in ways the bill's authors could have never imagined.
I know--who has sympathy after all the shenanigans uncovered the last
few years? But it's not as if these guys pine for the days when
corporate crooks looted their own companies with impunity. Nobody of
sane mind is itching to spend quality time with Bernie Ebbers in
Cellblock 27. They simply worry that the law has everyone looking over
their shoulders.
Typical corporate whining? Some surely is. But this groundswell is more
than the predictable backlash against heavier government regulation.
In the tech industry, SOX is viewed as something on the order of the
Curse of the Cat People. CEOs can't imagine the bill's supporters ever
thought SOX compliance would cost this much time and expense. If they
did, then it would be right to storm the halls of Congress.
"We spent $1.6 million on Sarbanes-Oxley and got, maybe, $1.60
in value," recalled a frustrated Harold Hughes, the chief executive of
Rambus.
I feel the guy's pain, but he got off easy. Another CEO at a much larger tech company told me his quarterly spending on SOX amounted to several times that amount.
"It's costing us a fortune," said the executive, who asked to remain
unidentified. "I'm spending a lot of time on things where my attention
would usually be focusing what the shareholders want me to do--which is
running the business."
Spreading pain
The resentment extends to the venture
capitalist community, though that was to be expected. After all, this
is a red-meat constituency that still pines for the go-go days of the
late 1990s. (Hey, greed dies hard.)
SOX also has reached beyond the confines of the VC world. For instance,
it's not now unusual to see IPOs get delayed by a quarter--or
longer--because of the scramble to meet SOX compliance rules. What's
more, money that might otherwise get invested in infrastructure or
sales instead gets earmarked for meeting regulatory requirements.
"This is a heavy ongoing burden," said Christopher Lochhead, chief
marketing officer at business technology optimization company Mercury
Interactive. "It's not like Y2K. There's no finish line. It's kind of
like the gift that keeps on giving."
This groundswell is more than the predictable backlash against heavier government regulation.
Some gift. Lochhead offers the example of what
might happen when there's a new government stipulation. To comply with
the change, companies will need to modify their own business
processes--and that's guaranteed to become an expensive headache. Most
sophisticated compliance systems are already automated, so this
inevitably becomes a major IT project. Leave the aspirin bottle close
by.
Get used to it, because SOX is not going away. So what about
the future? Most companies got through SOX 1.0 with chicken wire, tape,
lawyers, money and lots of prayers. That won't cut it next time around.
They'll need to find ways to build systems that are scalable and
auditable.
The silver lining here is that practice makes perfect. In time,
companies should be able to get their systems into shape without
needing to turn the place upside down. They really don't have much
choice. More than ever, they understand that the acceptable risk of
getting things wrong is zero.
Face it: It's a new world.
biography
Charles Cooper is the executive editor of commentary at CNET News.com.