The objective of my thesis is to outline the evolution of accounting regulation. The thesis describes development of accounting, first regulation forms, emergence of double entry and present globally accepted accounting standards. In my work I enlarge the development of two well known accounting standards GAAP and IAS and their regulation. The convergence project between standard setters' bodies is elaborated as part of present development of accounting regulation. One of next titles in my thesis is the accounting harmonization process in EU as part of accounting regulation and the adoption of IAS standards by EU Commission

沙氏法是美國在經歷一連串包括安隆、世界通訊等知名企業在內的財報不實醜聞後，為重建投資大眾對公開發行公司財報及美國證券市場的信心，迅速於2002年7月30日頒佈之一項企業革新法。綜觀其中66項條款，引發最多爭議、且對所有公司影響最大的首推404條款。該條款要求管理階層與簽證會計師評估公司與財務報導有關之內部控制制度其有效性，而爭議的重點主要在其實施方式和高遵循成本。 本研究透過個案研究，以深度訪談與問卷調查的方式，瞭解個案公司為遵循沙氏法404條款而推動之專案其組織架構與施行程序，同時蒐集公司主管及員工之意見，以分析實施效益並提出建議。 研究發現，33.34%的受訪者認同公司遵循沙氏法404條款所獲得的效益大於成本，17.34%反對，49.33%持中性看法。受訪者除認為實施沙氏法專案有助於強化同仁的風險意識、引導公司重新檢視與財務報導有關之內部控制制度，並將作業程序標準化、提升內控品質與財報可信度、遵循集團政策外，同時認為沙氏法專案有改善的空間，尤其在整合公司現有的風險控管機制、簡化測試流程及對測試文件的要求等方面。 誠如個案公司財務長所重視的“塑造企業文化”，沙氏法404條款強調的是“由上到下、以風險為基礎”，因此，樹立正確的在上位者之語調與表態極為重要，尤其是董事會、執行長和財務長，必須全力支持，建構具成本效益且符合沙氏法404條款的測試架構，以評估與財務報導有關之內部控制，進而確保財務報導之可靠性。 / After a whole series of financial scandals, such as Enron and WorldCom frauds, the US government swiftly declared the Corporate Reform Law on July 30, 2002, i.e. the Sarbanes-Oxley Act of 2002 (“SOX”), aiming to restore investors’ confidence in financial statements of the public companies and the US security market, as well. Among 66 sections in total in SOX, the most contentious aspect, which has also made significant impacts on companies, is Section 404 (“SOX 404”) requiring management and the external auditors to assess the effectiveness of Internal Control over Financial Reporting (“ICFR”). The key point of contention is its stringent implementation and high compliance cost. In-depth interview and questionnaire survey methods were adopted in this case study to explore how the researched company (“the Company”) implemented its project in response to SOX 404 and then to have a detailed analysis based upon the answers and comments obtained from the interviewees and the questionnaire respondents. Suggestions are made at the end of the study. The study finds that 33.34% of the respondents agreed with the view that compliance with SOX 404 generates greater benefit than cost to the Company, while 17.34% were against it, and 49.33% remained neutral. Despite the fact that abiding by SOX may enhance the employees’ risk awareness, guide the company to reexamine its ICFR, add more credibility of financial reports, and conform to Group policy etc., both the interviewees and the respondents consider that there is room for improvement as far as SOX 404 project is concerned. For example, a full integration of the existing risk management mechanisms and also a great simplification of testing procedures and documentation requirements. Just as the CFO of the Company highlights the importance of molding enterprise culture, SOX 404 is also top-down, risk-based oriented. As a result, it is essential to set the right tone at the top. The Board of Directors, CEO, and CFO must give their full support for building a testing framework, which is cost-effective and keeps to SOX 404. By doing so, ICFR can be accurately assessed, and the reliability of financial reports can be virtually assured.

This thesis examines the current state of nonprofit museum accountability in the United Kingdom and United States, assessing methods of achieving fiscal and ethical accountability, as well as the factors that have influenced museum codes and policies to that end. The recent development of museum accountability is couched in corporate culture, government influence, and public expectations, making it an interdisciplinary concern. Yet museum professionalisation, including codes of ethics, conflict of interest management, and agreed-upon standards, has received little attention from researchers. This study engages in empirical research to assess museums’ responses to recent regulations, their execution of governance accountability, and the application of internal controls and fiscal transparency measures. These subjects appraise ethical governance and board member duties, in addition to audit practices and best practice policies. Research reveals inadequacies in the museum accountability systems in both Britain and America. As case studies serve to demonstrate, opportunities remain for financial and ethical misconduct, which can damage the public trust in museums. This thesis is the first broad empirical study to explain museum accountability in Britain or America, collating data across the entire museum sector, creating an industry-wide national framework from the quantitative and qualitative findings. No research has reported on the implementation of best practice measures according to the private, public and third sectors, stakeholders, and by the museum industry itself. Ultimately, this thesis provides unique evidence previously lacking in both the UK and US museum sectors, making it possible to posit and assess specific museums against an accurate national accountability framework.

企業因為經濟自由化、貿易國際化潮流之影響，逐漸成為資本集中與技術密集之經營型態。為求擴充生產規模、增加產品種類、分散投資風險、拓展國際市場等目的，因而成立新公司或兼併其他公司，或購買其他公司之股份，或母公司與子公司交叉持股，而形成關係企業之組織型態，已成為普遍趨勢。職是，關係企業之經濟發展與經營模式，已然占有重要之地位。 關係企業具有特殊屬性，舉凡管理組織、生產規劃、人事制度、市場行銷、財務風險、獲利能力、公共事務與社會歸屬，均有相當程度之影響力。我國公司法對於關係企業專章之規範，仍有不足之處，導致受一九九八年亞洲金融風暴影響所及，爆發若干關係企業之經營弊端，其中以股票流通市場之證券交易違法行為，最為嚴重。綜觀其原因，除肇始於東南亞金融危機及國際不景氣環境外，亦顯示關係企業在股票市場存有許多問題，諸如負責人欠缺誠信、掏空公司資產，造成企業發生危機，發生多起上市或上櫃公司之經營弊端，嚴重損害公司、股東權益與債權人利益，並衝擊社會投資人與整體經濟，值得探討研究。 本論文研究方向，以法制理論、比較法學及實證案例為基礎，論述關係企業證券交易之違法行為，以股票流通市場為中心，並闡述近年來若干重要之關係企業案例，分析法院裁判之論處法律邏輯。包括關係企業之市場操縱行為（違約交割、沖洗買賣、相對委託、連續交易炒作行為）、關係企業「護盤」之違法性、關係企業之內線交易行為，等重要項目。亦討論關係企業藉由無形資產之高估或低估而買賣有價證券之非常規交易行為，兼述國際會計準則公報之規範，佐以實際案例研究。此外，亦闡論關係企業財務預測制度與證券交易違法行為之牽連、證券投資人之保護。 本論文內容之參考文獻資料，包括學位論文（例如前輩先進之博碩士論文）、教授學者之著作書籍、著名期刊與國內外網站資訊。所參考資料則以我國與美國法制文獻為主，至於其他國家之部分，則略以要旨參酌。最後，再針對作者執業律師參與關係企業案例之辯護瞭解，提出若干防弊機制之建議，俾供各界參考。 / UNLAWFUL ACTS BY AFFILIATED ENTERPRISES RESPECTING SECURITIES TRANSACTIONS WITH A FOCUS ON THE STOCK EXCHANGE MARKET Abstract Due to the impact of economic liberalization and trade internationalization, operations of enterprises have gradually become capital-intensive and technology-intensive. In order to increase production, expand product line, spread out investment risks, and develop international markets, enterprises have established new companies, merged with others, and purchased shares of other companies, or have engaged in cross-holding of shares between parent companies and subsidiaries. As a result, the formation of affiliated enterprises has become a popular trend. The economic development and business model of affiliated enterprises have likewise become important issues. Affiliated enterprises have their unique attributes; their management organization, production planning, personnel policy, marketing, financial risks, profitability, public affairs, and social affiliation have significant impact on enterprises. Due to inadequacies in the regulations on affiliated enterprises in Taiwan’s Company Law, several affiliated enterprises were exposed to have engaged in fraudulent business operations as a result of the 1998 Asian financial crisis. Among these, most serious were cases involving unlawful securities transactions in the stock market. An analysis of the factors leading to such anomaly shows that in addition to the Southeast Asian financial crisis and international economic slowdown, problems caused by of affiliated enterprises in the stock market, such as integrity and credibility issues on the part of the persons-in-charge and their swindling of company assets, resulted in corporate crises. Many incidents of business malpractices in public or OTC companies occurred, severely undermining the interests of companies, shareholders, and creditors, as well as those of the public investors and the overall economy. All these are worthy of further exploration and study. This paper uses legal theories, comparative jurisprudence, and empirical studies to discuss the unlawful activities in securities transactions by affiliated enterprises. This paper focuses on the stock market to explain the major cases involving affiliated enterprises in recent years and to analyze the legal grounds in the court’s decision on punishment. The cases covered include market manipulation by enterprises, default of securities delivery, wash sales, matched order, manipulation of series of transactions, the unlawfulness of stock market intervention by affiliated enterprises, and insider trading by affiliated enterprises. In addition, this paper discusses the transaction anomalies resulting from overvalue or undervalue of intangible assets by affiliated enterprises. Regulations on the International Accounting Standards gazette are explained and supplemented by actual case studies. In addition, this paper explores the inter-relation between financial forecast systems in affiliated enterprises, unlawful activities in securities transaction, and investor protection. Reference literature used in this paper includes academic dissertations, publications by professors and scholars, periodicals, and information from local and foreign Web sites. Reference materials are based primarily on literature on Taiwan and U.S. laws, supplemented by summary of information from other countries. Finally, recommendations of mechanisms to prevent malpractices are put forward, drawing on the author’s experience as defense lawyer for affiliated enterprises.