At the heart of these changes are three basic principles enunciated by the SEC in adopting its rules under S-O:
To implement the mandates of S-O, and these principles, on January 22, 2003, the SEC issued its auditor Non-Audit Services Rules, which govern the services that auditors would be prohibited from providing to their public company audit clients.
S-O itself, and the Non-Audit Services Rules, spell out nine activities that an auditor cannot perform for an audit client.
[t]ax services are unique among non-audit services." S-O itself expressly provided that an auditor may provide tax services to its audit clients.
S-O prohibits the auditor from providing expert services unrelated to the audit.
Under S-O, an auditor may not perform "human resources" services for an audit client.
Second, S-O proposed rules regarding securities lawyers ring huge potential changes in the attorney-client relationship.
S-O creates increased demand for "independent" directors just as it shrinks supply by making board service riskier.
Novice, would-be directors may think that the new S-O world gives them their chance to break into the oak-paneled boardroom.