SOX and the rules adopted under it by the SEC and PCAOB have now had ten years to shape
behavior. Before we review studies that try to measure SOX’s costs and benefits, this section
reviews qualitative evidence on some of the specific effects that were predicted as consequences of
SOX, including: (1) whether SOX ‘‘federalized’’ corporate law, as commonly asserted by its critics;
(2) whether SOX has functioned as a ‘‘command and control’’ law, as many have assumed, or more
in the nature of a ‘‘comply or explain’’ disclosure-forcing law, often asserted to be more true of
similar laws in other countries; and (3) whether other countries have followed or repudiated the
U.S. innovations in SOX. Our general conclusions are that SOX had little impact on the federal/
state balance of legal authority over corporations; has functioned to force disclosure, which in turn
has combined with market forces to induce significant changes in control systems; and has been
partly but not completely copied by other countries.