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PHOENIX-The scandalous implosion of Enron and WorldCom and the resulting creation of the Sarbanes-Oxley Act affecting corporate financial disclosure and accounting practices have created a complicated maze of compliance regulations for REITs.

“For a long time, we’re going to be dealing with the changes as a result of the corporate scandals,” said Edward Schulman, vice president, general counsel and secretary of AvalonBay Communities Inc. in addressing about 200 of the 700 professionals attending yesterday’s National Association of Real Estate Investment Trust’s “REIT Rodeo” at the Arizona Biltmore Hotel.

New regulations requiring corporations to certify their finances coupled with stringent accounting compliance guidelines for US-based publicly traded companies is putting increased pressure on corporate America. “Every audit committee feels overwhelmed with this incredible rush of new rules and regulations,” said Mark Terrell, executive director of KPMG Audit Committee Institute and one of five panel members to discuss the new provisions at the REIT conference.

Terrell said making big business more financially accountable could mean making corporate auditors more independent of management…but how to do that, given that auditors are generally hired by the same management they serve, is among the murky issues corporations are now trying to resolve. “The question that comes up almost universally is where does oversight end and management begin,” Terrell noted.

The Sarbanes-Oxley Act also enacted Whistleblower provisions that give employees the chance to anonymously report corporate wrongdoing, but even that has led to a string of new complications. Corporations must now decide how to deal with and investigate anonymous employee reports that sometimes may not be factual.

Complicating matters even more is a federal Securities and Exchange Commission July 15 deadline to issue revised proxy guidelines that could “be a very powerful bang,” said panel member Gilbert Menna, corporate partner with Goodwin Proctor, one of the nation’s leading law firms.

The new regulations may also prompt a re-evaluation of corporate board of directors to determine their size, relationship with management and the frequency and duration of board meetings, Menna said.

For REITs, the complicated federal regulations could have another unpredicted impact. Panel member John Robertson, principal with The RREEF Funds, who shared the stage with Schulman, Menna, Terrell and Marcia Williams, executive vice president and CFO of Equity Office Properties Trust, said some REITs are already considering going private.

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