Critics of SOX generally focus on the criticism that compliance costs are disproportionately burdensome for smaller companies:

A likely target with defective accounting procedures and internal controls will prove unproblematic for a publicly held acquirer because they charge the company a premium to become SOX compliant.

The costs of SOX compliance produce so-called dual use returns for companies in the way that, say, airline security regulations could make customers safer and lead to more business.

SOX confirms that private companies should be discounted for lack of marketability.

There is strong evidence that the private firm discount is greater post-SOX. This evidence suggests that private firms are more negatively impacted by SOX than public firms.