By D. R. Carmichael, Lynford Graham

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S. capital markets, especially the New York Stock Exchange (NYSE). On one level, this proposition that capital markets are efficient processors of information makes a great deal of sense because there are large incentives for market participants to gather and analyze useful information and then react to it quickly before others learn about it. These incentives also encourage the participants to seek out information wherever it can be found, even (perhaps especially) if it is not in published financial statements.

The Act specifically prohibits misleading pro forma financial information. Pro forma financial information must also be reconciled with what would be required under GAAP. The Sarbanes-Oxley Act generally prohibits personal loans to executives. In addition, stock transactions by directors, officers, and principal stockholders must be disclosed by the close of the second business day after the date of the stock transaction. The Act requires internal control reports in each annual report. Management must state that it is responsible for the internal control structure and also provide an assessment of the effectiveness of that structure.

Although there is evidence that the markets are not perfectly efficient, there is abundant support for the broad notion that they cannot be fooled by differences generated solely by choosing different accounting methods. (c) THE PARTICIPANTS IN THE FINANCIAL REPORTING SYSTEM. Financial accounting does not take place in a sterile arena; rather, the people who conduct it have very real but quite different interests in the process and its outcome. The primary communication channel is between financial statement preparers and financial statement users.

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