The Impact of Sarbanes-Oxley on M&A Transactions

The Sarbanes-Oxley Act of 2002 (the Act) is having a profound impact on the way U.S. corporations are governed and managed, and the corporate development function is not immune to its effects. The Act doesn't explicitly mention M&A, making it easy to overlook any impact. However, dealmakers who fail to consider the implications of the Act will be in for some unpleasant surprises. The Act will change the way most public companies execute mergers and acquisitions, since certification and reporting requirements of Sections 302 and 404 apply to the entire company--including acquisitions.

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