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Tiêu đề Sarbanes-Oxley Act of 2002
Tác giả Richard Abowitz, Paul Bard, Joanne Bergum, Michael Bernard, Gregory A. Borchard, Susan Buie, James Cahoy, Terry Carter, Stacey Chamberlin, Sally Chatelaine, Joanne Smestad Claussen, Matthew C. Cordon, Richard J. Cretan, Lynne Crist, Paul D. Daggett, Susan L. Dalhed, Lisa M. DelFiacco, Suzanne Paul Dell’Oro, Heidi Denler, Dan DeVoe, Joanne Engelking, Mark D. Engsberg, Karl Finley, Sharon Fischlowitz, Jonathan Flanders, Lisa Florey, Robert A. Frame, John E. Gisselquist, Russell L. Gray III, Frederick K. Grittner, Victoria L. Handler, Halle Butler Hara, Lauri R. Harding, Heidi L. Headlee, James Heidberg, Clifford P. Hooker, Marianne Ashley Jerpbak, David R. Johnstone, Andrew Kass, Margaret Anderson Kelliher, Christopher J. Kennedy, Anne E. Kevlin, John K. Krol, Lauren Kushkin, Ann T. Laughlin, Laura Ledsworth-Wang, Linda Lincoln, Theresa J. Lippert, Gregory Luce, David Luiken, Frances T. Lynch, Jennifer Marsh, George A. Milite, Melodie Monahan, Sandra M. Olson, Anne Larsen Olstad, William Ostrem, Lauren Pacelli, Randolph C. Park, Gary Peter, Michele A. Potts, Reinhard Priester, Christy Rain, Brian Roberts, Debra J. Rosenthal, Mary Lahr Schier, Mary Scarbrough, Stephanie Schmitt, Theresa L. Schulz, John Scobey, Kelle Sisung, James Slavicek, Scott D. Slick, David Strom, Linda Tashbook, Wendy Tien, M. Uri Toch, Douglas Tueting, Richard F. Tyson, Christine Ver Ploeg, George E. Warner, Anne Welsbacher, Eric P. Wind, Lindy T. Yokanovich
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SAVINGS AND LOAN ASSOCIATION A savings and loan association is a financial institution owned by and operated for the benefit of those using its services.. The savings and loan industry w

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How to Use This

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G A L E E N C Y C L O P E D I A O F A M E R I C A N L A W , 3 E XIV HOW TO USE THIS BOOK

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Editorial Reviewers

Patricia B Brecht

Matthew C Cordon

Frederick K Grittner

Halle Butler Hara

Scott D Slick

Contributing Authors

Richard Abowitz

Paul Bard

Joanne Bergum

Michael Bernard

Gregory A Borchard

Susan Buie

James Cahoy

Terry Carter

Stacey Chamberlin

Sally Chatelaine

Joanne Smestad Claussen

Matthew C Cordon

Richard J Cretan

Lynne Crist

Paul D Daggett

Susan L Dalhed

Lisa M DelFiacco

Suzanne Paul Dell’Oro

Heidi Denler

Dan DeVoe

Joanne Engelking

Mark D Engsberg

Karl Finley

Sharon Fischlowitz Jonathan Flanders Lisa Florey Robert A Frame John E Gisselquist Russell L Gray III Frederick K Grittner Victoria L Handler Halle Butler Hara Lauri R Harding Heidi L Headlee James Heidberg Clifford P Hooker Marianne Ashley Jerpbak David R Johnstone Andrew Kass Margaret Anderson Kelliher Christopher J Kennedy Anne E Kevlin

John K Krol Lauren Kushkin Ann T Laughlin Laura Ledsworth-Wang Linda Lincoln

Theresa J Lippert Gregory Luce David Luiken Frances T Lynch Jennifer Marsh George A Milite Melodie Monahan

Sandra M Olson Anne Larsen Olstad William Ostrem Lauren Pacelli Randolph C Park Gary Peter Michele A Potts Reinhard Priester Christy Rain Brian Roberts Debra J Rosenthal Mary Lahr Schier Mary Scarbrough Stephanie Schmitt Theresa L Schulz John Scobey Kelle Sisung James Slavicek Scott D Slick David Strom Linda Tashbook Wendy Tien

M Uri Toch Douglas Tueting Richard F Tyson Christine Ver Ploeg George E Warner Anne Welsbacher Eric P Wind Lindy T Yokanovich

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SARBANES-OXLEY ACT OF 2002

Congress enacted the Sarbanes-Oxley Act of

2002 (Public Company Accounting Reform and

Investor Protection Act, Pub L No 107-204,

116 Stat 745) in the wake of corporate and

accounting scandals that led to bankruptcies,

severe stock losses, and a loss of confidence

in the STOCK MARKET The act imposes new

responsibilities on corporate management and

criminal sanctions on those managers who flout

the law It makes SECURITIES fraud a serious

federal crime and also increases the penalties for

WHITE-COLLAR CRIMES In addition, it created an

oversight board for the accounting profession

During the 1990s the STOCK MARKET rose

dramatically in value, fueled by the promise of

the INTERNETrevolution as well as large

corpo-rate MERGERS AND ACQUISITIONS Several of that

decade’s changes produced severe consequences

during the first years of the new century The

five major U.S accounting firms developed

consulting divisions that advised corporations

on ways to maximize their profits Their advice

often clashed with the traditional auditing

functions and standards of these accounting

firms At worst, the accounting firms forfeited

their traditional oversight function and allowed

or encouraged financial reporting practices that

misled investors On the corporate side,

man-agers were expected to produce short-term

gains on a quarterly basis to satisfy investment

analysts who worked for stock brokerages

These analysts were sometimes encouraged or

directed by management to tout the value of questionable stocks

Some corporate managers, who skirted or broke laws that mandated honest financial reporting, transformed the drive for profitability into a lust for personal fortune The bubble burst when the Enron Corporation filed for

BANKRUPTCY in December 2001, and the ac-counting firm of Arthur Andersen was con-victed ofOBSTRUCTION OF JUSTICEfor its actions in shredding Enron-related documents As the stock market plummeted and investor confi-dence waned, Congress responded Senator Paul S Sarbanes (D-Md.) and Representative Michael Oxley (R-Ohio) worked to enact a set

of provisions that would prevent future debacles such as those that ruined Enron and Arthur Andersen President GEORGE W BUSH, after initially downplaying the need for reform, signed the bill into law on July 30, 2002 Under the act, the SECURITIES AND EXCHANGE COMMISSION (SEC) has the authority to prohibit, conditionally or unconditionally, temporarily or permanently, any person who has violated laws governing the issuing of stock from acting as an officer or director of a corporation if the SEC has found that such person’s conduct “demonstrates unfitness” to serve as an officer or a director The act also imposes new disclosure requirements when companies file financial reports Under Section 302 of the act, the SEC is required to issue a rule that mandates that the principal executive officer and the principal financial

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officer certify in each annual or quarterly report the accuracy of certain information The signing officer must disclose to the auditors and audit committee any significant deficiencies in the design or operation of the internal controls, any

FRAUD(whether it involves management or other employees who have a significant role in the issuer’s internal controls), and any significant changes in the internal controls

Section 906 requires that the chief executive officer and chief financial officer provide written statements to be filed with each periodic report filed under the Securities Exchange Act of 1934, certifying that the periodic report containing the financial statements fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer A knowing violation of Section 906 is punishable by up to ten years in prison and a $1 million fine A willful violation is punishable by

up to 20 years in prison and a $5 million fine

Section 303 prohibits any officer, director, or person acting at their direction“to fraudulently influence, coerce, manipulate, or mislead” an accountant who is conducting an audit Under Section 304, if an issuer is required to restate its financial statements as a result of misconduct, the chief executive officer and chief financial officer must reimburse the issuer for any bonus

or other incentive-based compensation paid during the 12-month period following the improper reporting Those officers also must pay to the company any profits realized from the sale of its securities during that 12-month period

The Sarbanes-Oxley Act also authorizes the establishment of a Public Company Accounting Oversight Board (PCAOB), which will oversee the accounting profession Under Section 1 of the act, the board will have five financially experienced members who are appointed to five-year terms Two of the members must be or have been certified public accountants (CPAs), and the remaining three must not be, and must never have been, CPAs The chair may be held by one

of theCPAmembers, provided that he or she has not been engaged as a practicing CPA for five years The board’s members will serve on a full-time basis Members of the board are appointed

by the SEC “after consultation with” the chairman of the FEDERAL RESERVE BOARD and the

secretary of the Treasury No member may, concurrent with service on the Board,“share in any of the profits of, or receive payments from, a public accounting firm,” other than “fixed continuing payments,” such as retirement pay-ments The Commission may remove members

“for good cause.”

The PCAOB will register accounting firms, develop auditing standards and rules of ethics for the profession, and investigate accounting firms The board may discipline and sanction account-ing firms that violate rules It is required to

“cooperate on an on-going basis” with desig-nated professional groups of accountants and any advisory groups convened in connection with standard-setting, and although the board may,“to the extent that it determines appropri-ate,“ adopt standards proposed by those groups,

it will have authority to amend, modify, repeal, and reject any standards suggested by the groups The board must report to the SEC on its standard-setting activity on an annual basis Some commentators have provided evi-dence that Sarbanes Oxley has resulted in more companies making initial public offerings in London rather than New York Among those who have asserted this were New York mayor Michael Bloomberg and U.S Senator Charles Schumer (D-N.Y.), who in 2006 advocated for

a reform of Sarbanes-Oxley based on the assertion that London’s requirements were more relaxed

Sarbanes-Oxley has been challenged, but as of

2009, courts have upheld its constitutionality In Free Enterprise Fund v Public Accounting Oversight Board, 537 F.3d 667 (D.C Cir 2008), the U.S Court of Appeals for the District of Columbia rejected arguments that the PCAOB was uncon-stitutional either based on how its members are selected or based on SEPARATION OF POWERS

principles The U.S.SUPREME COURTin May 2009 grantedCERTIORARIto review the decision

FURTHER READINGS Garner, Don E., David L McKee, and Yosra AbuAmara McKee 2008 Accounting and the Global Economy after Sarbanes-Oxley Armonk, NY: M E Sharpe.

Thibodeau, Jay C., and Deborah Freier 2009 Auditing after Sarbanes-Oxley: Illustrative Cases Boston: McGraw-Hill Irwin.

CROSS REFERENCES Corporate Fraud “Enron: An Investigation into Corporate Fraud ” (In Focus).; Fraud.

G A L E E N C Y C L O P E D I A O F A M E R I C A N L A W , 3 E

2 SARBANES-OXLEY ACT OF 2002

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vSARGENT, JOHN GARIBALDI

John Garibaldi Sargent served as attorney

general of the United States under President

CALVIN COOLIDGE He was born October 13, 1860,

in Ludlow, Vermont, to John Henmon and Ann

Eliza Hanley Sargent He was schooled locally

and then entered Tufts College in Boston,

receiving a bachelor’s degree in 1887 Early in

his college years, Sargent became active in the

Zeta Psi Kappa Society; through the fraternity’s

activities he was introduced to many of Boston’s

oldest and most influential political families,

including the Coolidges

After college Sargent returned to Ludlow,

where he married Mary Lorraine Gordon in

1887 Sargent studied law with attorney, and

future Vermont governor, William Wallace

Stickney Following Sargent’s admission to the

Vermont bar in 1890, he joined Stickney in the

practice of law

Sargent’s first political appointment came in

1898 when he was named state’s attorney for

Windsor County, Vermont He served until 1900

when he was appointed secretary of civil and

military affairs for the state of Vermont by his law

partner, who was then serving his first term as

governor After completing the two-year

assign-ment, Sargent returned to the firm and resumed

the practice of law From 1902 to 1908, he argued

the majority of his cases in federal court, and he

established a national reputation as a trial lawyer

In 1908 Sargent was named attorney general

of Vermont While in office, he was involved in

one of the leading cases in the history of

Vermont’s highest court In Sabre v Rutland

Railroad Co., 86 Vt 347, 85 Aik 693 (1912),

attorneys for the railroad argued that the

powers enjoyed by Vermont’s Public Service

Commission (which regulated railroads)

violated the Vermont Constitution by commin-gling legislative, executive, and judicial func-tions Sargent, arguing for Sabre and the state, disagreed His position was that the SEPARATION

OF POWERS was only violated when one branch exercised all of the powers of another branch

The court agreed with Sargent and recognized the QUASI-JUDICIAL powers of executive-branch state agencies The decision led the way for commissions and boards across the country to wield court-like powers

While serving as Vermont’s attorney gen-eral, Sargent also returned to school, receiving a master’s degree from Tufts College in 1912

When Sargent returned to his law firm in 1913,

he turned his attention to partisan politics He

John Sargent THE LIBRARY OF CONGRESS

1860 Born,

Ludlow, Vt.

1887 Graduated from Tufts College

1890 Admitted

to Vermont bar

1900–02 Served

as secretary for Civil and Military Affairs of Vermont

1908–12 Served

as attorney general of Vermont

1925 Appointed U.S attorney general by President Calvin Coolidge; remained in office under President Herbert Hoover

1929 Left public office

1939 Died, Ludlow, Vt.

1861–65

U.S Civil War

1914–18 World War I

1898 Named state's attorney for Windsor County, Vermont

1927 Sought commutation

of Marcus Garvey's mail fraud sentence

1935 Served as director of the Vermont Valley, Boston and Main Railroad; also director of the Central Vermont Railroad

G A L E E N C Y C L O P E D I A O F A M E R I C A N L A W , 3 E

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supported REPUBLICAN PARTY candidates in Ver-mont and throughout the Northeast and campaigned vigorously for WARREN G HARDING

in 1920 and Calvin Coolidge in 1924

Sargent was named attorney general of the United States on March 17, 1925, but only after the president’s first choice, financier Charles B

Warren, withdrew after the Senate questioned his willingness to enforce ANTITRUST LAWS Sargent proved to be a safe and noncontroversial alterna-tive He was confirmed in just one day, and he served from March 18, 1925, until March 4, 1929

Sargent was not known as a leader in the fight for racial equality, but he did ask the president to commute the sentence of MARCUS GARVEY in 1927 Garvey was a political activist from Jamaica who had been convicted of MAIL FRAUDfor his efforts to recruit black Americans for his Universal Negro Improvement League and African Communities Association Garvey v

United States, 267 U.S 604, 45 S Ct 464 (1925)

The tainted proceeding against Garvey was orchestrated by an overzealous young JUSTICE DEPARTMENTattorney named J.EDGAR HOOVER Sargent was outspoken in his disapproval of Hoover’s tactics in the Garvey case, and he was among the first attorneys general to condemn the gathering of evidence throughWIRETAPPING, a tactic approved by Hoover when he was director

of the FEDERAL BUREAU OF INVESTIGATION Testify-ing before a congressional committee, Sargent said,“Wire tapping, ENTRAPMENT, or use of any illegal or unethical tactics in procuring infor-mation will not be tolerated .”

In 1930 Sargent returned to Vermont and again took an active role in his law firm In his later years, Sargent devoted his time and energy

to local businesses and community organiza-tions When years of political infighting finally forced the reorganization of Vermont’s rail-roads in the early 1930s, Sargent was appointed

to oversee the process Sargent died at his home

in Ludlow, Vermont, on March 5, 1939

FURTHER READINGS Justice Department 1991 200th Anniversary of the Office of the Attorney General, 1789–1989 Washington, D.C.:

Department of Justice, Office of Attorney General and Justice Management Division.

“Mr Sargent.” Time (March 30, 1925) Available on-line at http://www.time.com/time/magazine/article/

0,9171,720053,00 html?iid=digg_share; website home page: http://www.time.com (accessed September 7, 2009).

Youseff, Sitamon M 1998 Marcus Garvey: The FBI Investigation Files Lawrenceville, NJ: Africa World Press.

CROSS REFERENCES Coolidge, Calvin; Hoover, John Edgar.

SATISFACTION The discharge of an obligation by paying a party what is due—as on a mortgage, lien, or contract

—or by paying what is awarded to a person by the judgment of a court or otherwise An entry made

on the record, by which a party in whose favor a judgment was rendered declares that she has been satisfied and paid

The fulfillment of a gift by will, whereby the testator—one who dies leaving a will—makes an inter vivos gift, one which is made while the testator is alive to take effect while the testator is living, to the beneficiary with the intent that it be

in lieu of the gift by will In EQUITY, something given either in whole or in part as a substitute or equivalent for something else

SAVE

To except, reserve, or exempt; as where a statute saves vested—fixed—rights To toll, or suspend the running or operation of; as, to save the

STATUTE OF LIMITATIONS SAVING CLAUSE

In a statute, an exception of a special item out

of the general things mentioned in the statute

A restriction in a repealing act, which is intended

to save rights, while proceedings are pending, from the obliteration that would result from an unrestricted repeal The provision in a statute, sometimes referred to as the severability clause, that rescues the balance of the statute from a declaration of unconstitutionality if one or more parts are invalidated

With respect to existing rights, a saving clause enables the repealed law to continue in force

SAVINGS AND LOAN ASSOCIATION

A savings and loan association is a financial institution owned by and operated for the benefit

of those using its services The primary purpose of the savings and loan association is making loans

to its members, usually for the purchase of real estate or homes

G A L E E N C Y C L O P E D I A O F A M E R I C A N L A W , 3 E

4 SATISFACTION

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The savings and loan industry was first

established in the 1830s as a BUILDING AND LOAN

ASSOCIATION The first savings and loan association

was the Oxford Provident Building Society in

Frankfort, Pennsylvania As a building and loan

association, Oxford Provident received regular

weekly payments from each member and then

lent the money to individuals until each member

could build or purchase his own home Building

and loan associations were financial

intermediar-ies, which acted as a conduit for the flow of

investment funds between savers and borrowers

Savings and loan associations may be state

or federally chartered When formed under state

law, savings and loan associations are generally

incorporated and must follow the state’s

requirements for incorporation, such as

provid-ing ARTICLES OF INCORPORATION and BYLAWS

Although it depends on the applicable state’s

law, the articles of incorporation usually must

set forth the organizational structure of the

association and define the rights of its members

and the relationship between the association and

its stockholders A savings and loan association

may not convert from a state corporation to a

federal corporation without the consent of the

state and compliance with state laws A savings

and loan association may also be federally

chartered Federal savings and loan associations

are regulated by theOFFICE OF THRIFT SUPERVISION

Members of a savings and loan association

are stockholders of the corporation The

members must have the capacity to enter into

a valid contract, and as stockholders they are

entitled to participate in management and share

in the profits Members have the same liability

as stockholders of other corporations, which

means that they are liable only for the amount

of their stock interest and are not personally

liable for the association’sNEGLIGENCEor debts

Officers and directors control the operation

of the savings and loan association The officers

and directors have the duty to organize and

operate the institution in accordance with state

and federal laws and regulations and with the

same degree of diligence, care, and skill that an

ordinary prudent person would exercise under

similar circumstances The officers and

direc-tors are under the common-law duty to exercise

due care as well as the duty of loyalty Officers

and directors may be held liable for breaches of

these common-law duties, for losses that result

from violations of state and federal laws and

regulations, and even for losses that result from

a violation of the corporation’s bylaws

The responsibilities of the officers and directors of a savings and loan association are generally the same as the responsibilities of officers and directors of other corporations They must select competent individuals to administer the institution’s affairs, establish operating poli-cies and internal controls, monitor the institu-tion’s operations, and review examination and audit reports Furthermore, they have the power

to assess losses incurred and to decide how the institution will recover those losses

Prior to the 1930s, savings and loan associa-tions flourished However, during the Great Depression the savings and loan industry suf-fered More than 1,700 institutions failed, and because depositor’s insurance did not exist, customers lost all of the money they had deposited into the failed institutions Congress responded to this crisis by passing several banking acts The Federal Home Loan Bank Act of 1932,

12 U.S.C.A §§ 1421 et seq., authorized the government to regulate and control the financial services industry The legislation created the Federal Home Loan Bank Board (FHLBB) to oversee the operations of savings and loan institutions The Banking Act of 1933, 48 Stat

162, created the FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) to promote stability and restore and maintain confidence in the nation’s banking system In 1934, Congress passed the National Housing Act, 12 U.S.C.A §§ 1701 et seq., which created the National Housing Administra-tion (NHA) and the Federal Savings and Loan Insurance Corporation (FSLIC) The NHA was created to protect mortgage lenders by insuring full repayment, and the FSLIC was created to insure each depositor’s account up to $5,000

The banking reform in the 1930s restored depositors’ faith in the savings and loan industry, and it was once again stable and prosperous

All acts of limitations, whether applicable to civil causes and proceedings, or to the prosecution of offenses, or for the recovery of penalties or forfeitures, embraced in the Revised Statutes and covered by the repeal contained therein, shall not

be affected thereby; but suits, proceedings, or prosecutions, whether civil or criminal, for causes arising, or acts done or committed prior to said repeal, may be commenced and prosecuted within the same time as if said repeal had not been made July 30, 1947, c 388, §1, 61 Stat 633.

All acts of limitations, whether applicable to civil causes and proceedings, or to the prosecution of offenses, or for the recovery of penalties or forfeitures, embraced in the Revised Statutes and covered by the repeal contained therein, shall not

be affected thereby; but suits, proceedings, or prosecutions, whether civil or criminal, for causes arising, or acts done or committed prior to said repeal, may be commenced and prosecuted within the same time as if said repeal had not been made July 30, 1947, c 388, §1, 61 Stat 633.

All acts of limitations, whether applicable to civil causes and proceedings, or to the prosecution of offenses, or for the recovery of penalties or forfeitures, embraced in the Revised Statutes and covered by the repeal contained therein, shall not

be affected thereby; but suits, proceedings, or prosecutions, whether civil or criminal, for causes arising, or acts done or committed prior to said repeal, may be commenced and prosecuted within the same time as if said repeal had not been made July 30, 1947, c 388, §1, 61 Stat 633.

Saving Clause

An example of a saving clause ILLUSTRATION BY GGS CREATIVE RESOURCES REPRODUCED BY PERMISSION OF GALE, A PART OF CENGAGE LEARNING.

G A L E E N C Y C L O P E D I A O F A M E R I C A N L A W , 3 E

SAVINGS AND LOAN ASSOCIATION 5

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However, in the 1970s the industry began to feel the impact of competition and increased interest rates; investors were choosing to invest in money markets rather than in savings and loan associa-tions To boost the savings and loan industry, Congress began deregulating it Three types of deregulation took place during this time

The first major form of deregulation was the enactment of the Depository Institutions Deregulation and Monetary Control Act of

1980 (94 Stat 132) The purpose of this legislation was to allow investors higher rates

of return, thus making the savings and loan associations more competitive with the money markets The industry was also allowed to offer money-market options and provide a broader range of services to its customers

The second major form of deregulation was the enactment of the Garn–St Germain Depos-itory Institutions Act of 1982 (96 Stat 1469)

This act allowed savings and loan associations to diversify and invest in other types of loans besides home construction and purchase loans, including commercial loans, state and munici-palSECURITIES, and unsecuredREAL ESTATEloans

The third form of deregulation decreased the amount of regulatory supervision This deregulation was not actually an “official”

deregulation; instead it was the effect of a change in required accounting procedures The

GENERALLY ACCEPTED ACCOUNTING PRINCIPLES were changed to Regulatory Accounting Procedures, which allowed savings and loan associations to include speculative forms of capital and exclude certain liabilities, thus making the thrifts appear

to be in solid financial positions This action resulted in more deregulation

In the 1980s the savings and loan industry collapsed By the late 1980s at least one-third of the savings and loan associations were on the brink of insolvency Eight factors were primarily responsi-ble for the collapse: a rigid institutional design, high and volatile interest rates, deterioration of asset quality, federal and state deregulation, fraudulent practices, increased competition in the financial services industry, and tax law changes

The savings and loan collapse was also due

in part to improper political influence One prominent member of the savings and loan industry, Charles Keating, was influential with members of Congress He convinced several U.S senators to argue against tougher regula-tions At the same time, Keating used depositors’

funds from Lincoln Savings and Loan in Arizona

to invest in risky ventures Keating’s actions eventually left more than 20,000 people without savings, and Keating went to prison The senators involved became known as the Keating Five:

JOHN MCCAIN(R-Ariz.), Alan Cranston (D-Calif.), John Glenn (D-Ohio.), Don Riegle (D-Mich.), and Dennis DeConcini (D-Ariz.)

In an effort to restore confidence in the thrift industry, Congress enacted the Financial Insti-tutions Reform, Recovery, and Enforcement Act

of 1989 (FIRREA) (103 Stat 183) The purpose

of FIRREA, as set forth in Section 101 of the bill, was to promote a safe and stable system of affordable housing finance; improve supervi-sion; establish a general oversight by the

TREASURY DEPARTMENT over the director of the Office of Thrift Supervision; establish an inde-pendent insurance agency to provide deposit insurance for savers; place the Federal Deposit Insurance System on sound financial footing; create the Resolution Trust Corporation; pro-vide the necessary private and public financing

to resolve failed institutions in an expeditious manner; and improve supervision, enhance enforcement powers, and increase criminal and civil penalties for crimes of FRAUD against financial institutions and their depositors FIRREA increased the enforcement powers of the federal banking regulators and conferred a wide array of administrative sanctions FIRREA also granted federal bank regulators the power to hold liable “institution-affiliated parties” who engage in unsound practices that harm the insured depository institution The institution-affiliated parties include directors, officers, em-ployees, agents, and any other persons, including attorneys, appraisers, and accountants, partici-pating in the institution’s affairs FIRREA also allows federal regulators to seize the institution early, before it is“hopelessly insolvent” and too expensive for federal insurance funds to cover Criminal penalties were also increased in

1990 by theCRIME CONTROL ACT, 104 Stat 4789, which included the Comprehensive Thrift and Bank Fraud Prosecution and Taxpayer Recovery Act of 1990 (104 Stat 4859) This act increased the criminal penalties “attaching” to crimes related to financial institutions

FIRREA created the Office of Thrift Supervi-sion (OTS) and the Resolution Trust Corporation (RTC) FIRREA eliminated the FHLBB and created the OTS to take its place The RTC was

G A L E E N C Y C L O P E D I A O F A M E R I C A N L A W , 3 E

6 SAVINGS AND LOAN ASSOCIATION

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created solely to manage and dispose of the assets

of thrifts that failed between 1989 and August

1992 In addition, the FSLIC was eliminated, and

the FDIC, which oversaw the banking industry,

began dealing with the troubled thrifts

The RTC was in existence for six years, closing

its doors on December 31, 1996 During its

existence, it merged or closed 747 thrifts and sold

$465 billion in assets, including 120,000 pieces of

property The direct cost of resolving the failed

thrifts amounted to $90 billion; however, analysts

claim that it will take approximately 30 years to

fully bail out the savings and loan associations at a

cost of approximately $480.9 billion

FURTHER READINGS

American Bar Association 1995 “How a Good Idea Went

Wrong: Deregulation and the Savings and Loan Crisis ”

Administrative Law Review 47.

American Bar Association The Committee of Savings and

Loan Associations Section of Corporation, Banking,

and Business 1973 Handbook of Savings and Loan Law.

Chicago: American Bar Association.

Calavita, Kitty, Henry N Pontell, and Robert H Tillman.

1999 Big Money Crime: Fraud and Politics in the Savings

and Loan Crisis Berkeley: Univ of California Press.

Gorman, Christopher Tyson 1994 –95 “Liability of

Direc-tors and Officers under FIRREA: The Uncertain

Standard of §1821(K) and the Need for Congressional

Reform ” Kentucky Law Journal 83.

Turck, Karsten F 1998 The Crisis of American Savings &

Loan Associations: A Comprehensive Analysis New York:

P Lang.

U.S House 1989 101st Cong., 1st sess H.R 54 (I) United

States Code Congressional and Administrative News.

CROSS REFERENCE

Banks and Banking.

vSAXBE, WILLIAM BART

William Bart Saxbe, a quotable lawyer,

politi-cian, and U.S senator from Ohio, served as U.S

attorney general under President RICHARD M

NIXON He also served as ambassador to India

under President GERALD R.FORD

Saxbe was born on June 24, 1916, in the farming community of Mechanicsburg, Ohio,

to Bart Rockwell Saxbe, a religious and plain-spoken community leader who made his living

as a cattle buyer, and Faye Henry Carey Saxbe, a political free-spirit who counted PATRICK HENRY

among her ancestors Saxbe’s education seemed

to be influenced by his parents’ example; when

he entered Ohio State University in 1936, he chose political science as his major field of study He received a Bachelor of Arts degree in

1940 In the fall of that year, he married Ardath Louise (“Dolly”) Kleinhans They eventually had three children: William Bart Jr., Juliet Louise, and Charles Rockwell

While attending college, Saxbe was a member of the Ohio NATIONAL GUARD After

William B Saxbe COURTESY OF CHESTER WILLCOX & SAXBE LLP

1916 Born,

Mechanicsburg,

Ohio

1914–18

World War I

1939–45 World War II

▼▼ ◆ ◆ ◆

1950–53 Korean War

1961–73 Vietnam War

1940–45 Served in Army Air Force

1947–54 Served in Ohio House of Representatives

1957–67 Served as Ohio attorney general

1969–74 Served in U.S.

Senate

1975–77 Served as U.S.

ambassador

to India

1982 Hired as independent special counsel for the Central States Teamsters Pension Fund

1999 Participated

in historic forum

of former U.S Attorneys General

at American Bar Association convention

1974 Served as U.S attorney general under Nixon and Ford

1994 Joined his son’s law practice at Chester, Hoffman, Wilcox & Saxbe

2000 I’ve Seen the Elephant published

G A L E E N C Y C L O P E D I A O F A M E R I C A N L A W , 3 E

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