Devoted to Corporate Attorneys, Corporate Lawyers, and Corporate Counsel

The following is not meant to be legal advice.

Section 302, Corporate Responsibility for Financial Reports relations to a certification requirement that imposes due diligence on management. This means that the CEO and CFO actually need to read the financial filings of a company such as the Form 10Q and Form 10K. 

The intent of Section 302 was for management to meet with the controller or junior officer versus to rely on the subcertifications of the junior officer.  No cases has come up on whether management is able to discharge liabilities if management relies on the subcertifiers. 

Even under GAAP there is judgment so are the penalties left to management or do the subcertifiers get in trouble also when finances are not reported correctly?  For instance, what if there are disputes on value?  Most value is in intellectual property, not physical assets which are on a cost basis.  Most intellectual property valuation is in products, not patents.  There is also value in goodwill.  Intellectual property valuation is triggered by acquisitions.