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A Risk-Based Approach To Section 404

Harvey L. Pitt | June 27, 2006

In the movie “City Slickers,” three depressed friends leave their troubled urban lives behind to spend two weeks moving a herd of cattle across the plains, and perhaps, in the process, rediscovering what can give their lives more meaning. The trail boss, Curly (Jack Palance), tells mid-life crisis plagued Mitch (Billy Crystal), that the secret to happiness is a single extended index finger, or “One Thing.” Mitch asks Curly what that means, and Curly cryptically responds, “That’s what you’ve got to find out.” Mitch’s depressed funk only lifts when he finally understands Curly’s meaning—each of us has to focus on the things that are most important, rather than diffusing our focus.

In an era of emphasis on internal controls imposed by Sarbanes-Oxley, many senior managers and directors must have felt like Mitch last June, when they read the SEC Staff Statement on Management’s Report on Internal Controls over Financial Reporting. The Commission’s...

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