Abstract of thesis entitled A Legal Study on Extraterritorial Jurisdiction under the Sarbanes-Oxley Act and International Oversight over Auditors. Submitted by YIN Yan (M-B1-5045-1) for the degree of Master of Law in International Law at the University of Macau in November 2015. ABSTRACT This thesis has studied the legal issues regarding extraterritorial jurisdiction over auditors under the Sarbanes-Oxley Act of 2002 and international oversight on auditors. The thesis firstly introduces the Sarbanes-Oxley Act of the United States of 2002, with its controversial extraterritorial jurisdiction of oversight and enforcement over foreign auditors. The thesis has evaluated the reasonableness of application of extraterritorial jurisdiction on foreign auditors under Sarbanes-Oxley Act, according to the international framework with several general principles and specific doctrines introduced before. Firstly, the extraterritorial jurisdiction under the Act is conditionally allowed based on the principle of passive personality, when there is sufficient linkages and actual harms can be evidenced according to principle of passive personal jurisdiction. Then, such extraterritorial jurisdiction based on protective principles is also allowed when important economic benefits of the US markets are driven by foreign auditors and public interests are heavily lied, with indirect methods of cross-border cooperative arrangements. However, it is difficult to adopt these two principles directly and unilaterally without cooperation with local jurisdictions, since unilateral cross border judicial and enforcement activities harm sovereignty interests of that countries, and thus judicial authorities should consider the doctrine of interest balancing, with both legal and non-legal factors into analysis. By weighing the priority of each conflict interest factor imposed by Sarbanes-Oxley Act, the thesis analyzes the true governmental interests behind the jurisdiction conflicts based on Currie's theory. Taking reference to existing extraterritorial jurisdiction of antitrust laws and securities laws, the thesis finds that challenges of extraterritorial jurisdiction come normally from the blocking legislations and economic pressure, thus unilateral enforcement should take more consideration of doctrine of interest balancing and principle of comity. Additionally, bilateral cooperation through treaties and the establishment of international cooperative authorities can also be helpful to solve the challenges of extraterritorial jurisdiction over antitrust and securities laws. There are alternative approaches to solve the jurisdiction overlap and conflicts caused by extraterritorial jurisdiction of oversight on auditors. Firstly, the thesis assesses the US approach, which extends its domestic jurisdiction to extra territory unilaterally through domestic legislation and enforcements. Consequently, there are lots of legal obstacles for the international inspection and enforcement of the extraterritorial jurisdiction claimed by the SEC, such as the failure to obtain substantive auditing working papers arising from jurisdiction conflicts with other countries. The thesis finds that US approach with unilateral enforcements may directly lead to jurisdiction conflicts with other countries. Similarly, the thesis reviews the EU approach, which set up a practical framework for the member states of the European Union, to cooperate with other non-EU oversight bodies, with two modes of cooperation: equivalence and adequacy, depending on whether counter oversight authorities have met the requirements set by the European Commission or not. The thesis considers the EU approach imposed positive influence on jurisdiction and oversight on the whole auditing industries. Furthermore, the thesis also evaluates the global multilateral cooperation led by the IOSCO and finds that the existing PIOB and Monitoring Board of the IFRS Foundation does not function as an international regulatory organization in the field of oversight on auditors, and there was no written framework and well recognized cooperation arrangement. Thus, the thesis concludes that the IOSCO and PIOB should be more proactive to take the leading role to gather all oversight authorities of accounting and auditing area, to enhance the extraterritorial jurisdiction and international oversight on auditors. Therefore, the thesis concludes that obstacles of extraterritorial jurisdiction of Sarbanes-Oxley Act over auditors result from the judicial and enforcement activities of the United States, as well as the lack of cooperation from Chinese authorities. Thus, the authorities of the two countries should go further to establish a bilateral cooperative arrangement based on comity and interest balancing principles. Except that, they may also pursue a broader cooperation via acceleration of establishments of international cooperation organization multilaterally. Key Words Extraterritorial jurisdiction, Sarbanes-Oxley Act, International Oversight on Auditor, Doctrine of Interest Balancing, Jurisdictional Rule of Reason