The Sarbanes-Oxley Act of 2002 represents a major shift in securities regulation in the United States. It is the first major foray of the Federal government into the area of corporate governance, and a shift of regulation from the States to the Federal government. It was hastily enacted and accelerated through Congress as it was written, with many provisions ending up as far more draconian than reported in precursor bills. Securities lawyers are still struggling to understand the implications of the Act for their clients, and for themselves.