
Supreme Court Strikes Down Part of Sarbanes-Oxley - wheels
http://dealbook.blogs.nytimes.com/2010/06/28/supreme-court-strikes-down-part-of-sarbanes-oxley/
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jrockway
But the most important parts were not struk down. I am still legally not
allowed to chat with my coworkers over IRC, or use an internal nopaste service
to discuss code snippets over chat.

There's a reason why free software is better than the stuff developed at big
companies -- the government doesn't tell them what tools they can and cannot
use.

~~~
DLWormwood
I’m not saying I don’t believe you (laws like this are famous for accidental
side effects), but I’m having a hard time understanding how a law targeted
towards business management executives regarding financial accounting can
impact labor level productivity. Care to elaborate?

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jrockway
Any communication between employees must be archived and stored in some super-
special repository. Any tool that doesn't store its data in said super-special
repository is a crime to use.

I'm surprised we don't have to record our in-person chats with a wearable
video camera.

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mburns
Do these super-special repositories have a decent API?

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patio11
This type of tool puts the capital E in Big Freaking Enterprise. Not only do
they _not_ have decent APIs, to the extent that they do have APIs at all
they're written in whatever the best practice was for Java architecture
astronauts 10 years ago (I say that with as much love as I can muster, having
been one), and the API is not laid out according to programmer utility but
rather according to ossification of business practice and/or the whims of
twenty-something Congressional staffers who would not know a program if it bit
their Blackberry.

Basically, it is the same story as almost all enterprise software: abandon all
hope ye who enter here.

~~~
pw
Why does enterprise software so rarely have good APIs?

~~~
jrockway
Because it's designed and implemented by a huge team with no vision except for
how far away payday is.

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cscotta
Around page 28-29, you'll find the Court's opinion on Sarbanes-Oxley and its
future. In short, it appears they strike down a provision that allows the
executive branch to remove a member from the board of directors, leaving the
rest of the law intact. Apologies in advance, and please correct me - I'm
neither a lawyer or an expert on Sarbox. [Edit: See comment below by kgrin]

This seems to be the most relevant portion of the decision (viewable in full
here: [http://www.scribd.com/doc/33661051/Supreme-Court-Ruling-
on-S...](http://www.scribd.com/doc/33661051/Supreme-Court-Ruling-on-Sarbanes-
Oxley)). From pages 28-29, with citations removed for readability:

\---

 _"We reject such a broad holding. Instead, we agree with the Government that
the unconstitutional tenure provisions are severable from the remain­ der of
the statute. “Generally speaking, when confronting a constitutional flaw in a
statute, we try to limit the solution to the problem,” severing any
“problematic portions while leaving the remainder intact.”_

 _"Because “[t]he unconstitutionality of a part of an Act does not necessarily
defeat or affect the validity of its remaining provisions,” ... the “normal
rule” is “that partial, rather than facial, invalidation is the required
course”._

 _Under the traditional default rule, removal is incident to the power of
appointment. Concluding that the removal restrictions are invalid leaves the
Board removable by the Commission at will, and leaves the President separated
from Board members by only a single level of good-cause tenure. The Commission
is then fully responsible for the Board’s actions, which are no less subject
than the Commission’s own functions to Presidential oversight._

 _The Sarbanes-Oxley Act remains “‘fully operative as a law’” with these
tenure restrictions excised. We therefore must sustain its remaining
provisions “[u]nless it is evident that the Legislature would not have enacted
those provisions inde­pendently of that which is [invalid].” Ibid._

\---

~~~
gojomo
_they strike down a provision that allows the executive branch to remove a
member from the board_

As with another sibling comment, you've got it exactly backwards. The Court
struck down a clause that _limited_ the ability of the President/SEC to remove
members. The President now has greater discretion, not less.

~~~
warmfuzzykitten
No, the SEC has greater discretion. The President's authority, as before, is
limited to removing the head of the SEC and he can only do this for good
cause.

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aditya
For everyone saying that this is a pretty inconsequential ruling:

 _The ruling leaves it to Congress to re-establish the panel with tighter
oversight, potentially setting up a new legislative fight that might sweep in
other aspects of Sarbanes-Oxley._

via [http://www.businessweek.com/news/2010-06-28/sarbanes-
oxley-a...](http://www.businessweek.com/news/2010-06-28/sarbanes-oxley-audit-
board-unconstitutional-top-court-says.html)

Note, however, that the original source seems to have been "corrected":
[http://www.bloomberg.com/news/2010-06-28/sarbanes-oxley-
audi...](http://www.bloomberg.com/news/2010-06-28/sarbanes-oxley-audit-board-
declared-unconstitutional-by-u-s-supreme-court.html)

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ngerakines
This is a painfully misleading title.

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gojomo
Accurate tl;dr: Supreme Court says President's chosen SEC has discretionary
power to remove members from a Sarbox-created accounting board for any reason;
the prior restriction to remove members only for "good cause" was
unconstitutional.

 _edit: changed "President/SEC" to "President's chosen SEC"; it does not
appear they said the President has direct discretionary power to remove board
members, even though the SEC's power was described in terms of
executive/presidential powers._

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mattmaroon
That title change is totally misleading. They not only upheld it but actually
strengthened it quite a bit. The part they struck down was a built in check on
the power of the SEC.

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rbranson
EDIT: As pointed out by replies, I apparently lack reading comprehension
skills. Thanks to reply:

tl;dr: The SEC no longer requires good cause to remove oversight board members
any more, and the President's power is essentially unchanged.

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wheaties
Thanks. I don't speak the same English that is found within those legal
documents.

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kgrin
That's because it's not really meant to be "English"; think of it as a DSL for
the law.

~~~
jesselamb
I have the hardest time conveying to some clients that legal documents are
more like code than prose. I'll try the analogy of a DSL with my dev clients.
Thanks.

~~~
daeken
The analogy of a DSL isn't really an analogy -- it _is_ a DSL. Legalese is a
subset of English gramatically speaking, but the entire goal is to minimize
ambiguity as much as possible. It really is a DSL.

