SEC “claws back” bonuses and stock sale profits from CFOs of public company charged with accounting fraud

2015 ◽  
Vol 16 (2) ◽  
pp. 38-40
Author(s):  
Mary P Hansen ◽  
Garrett Trego
Keyword(s):  
Securities And Exchange Commission ◽  
Incentive Compensation ◽  
Chief Financial Officers ◽  
Accounting Fraud ◽  
Content Type ◽  
Personal Involvement ◽  
Sarbanes Oxley ◽  
Public Company ◽  
The Us ◽  
Enforcement Authority

Purpose – To explain an increasingly common practice of the US Securities and Exchange Commission (SEC) by which it seeks to “claw back” bonus and incentive compensation paid to CFOs of companies charged with accounting fraud, regardless of the personal involvement, knowledge, or culpability of the CFOs. Design/methodology/approach – This article details the facts underlying a recent SEC accounting fraud settlement through which two former CFOs of a company charged with fraud agreed to repay their bonuses and incentive compensation, despite not having been accused of any wrongdoing. The article goes on to outline the historic use of Section 304(a) of the Sarbanes-Oxley Act of 2002 (SOX), the provision that endows the SEC with this enforcement authority, in search of guidance for when and why the SEC may choose to exercise its authority under this provision. Findings – The SEC’s inconsistent use of its enforcement authority under Section 304(a) leaves chief financial officers potentially subject to individual liability and ill-equipped to modify their behaviour in order to prevent it. Originality/value – This article intends to raise industry awareness about the potential exercise of the broad enforcement power available to the SEC under Section 304(a) and call attention to the lack of guidance provided to corporate officers to avoid liability under this provision.

Corporate communication adapts to rising AI use

2020 ◽  
Keyword(s):  
Securities And Exchange Commission ◽  
Corporate Communication ◽  
Chief Financial Officers ◽  
Chief Executives ◽  
Content Type ◽  
The Us ◽  
Multiple Meanings ◽  
Corporate Information

Significance Companies are writing the documents they file with the US Securities and Exchange Commission (SEC) such that they are read and heard favourably by machines, not just human investors and analysts. Chief executives and chief financial officers are similarly tailoring their remarks for AI. Companies whose SEC filings are most downloaded by machines show the most sensitivity to writing for them. Impacts The English language's many words that have multiple meanings make exact mapping of financial sentiment impossible. Idiosyncratic writing such as Warren Buffett's annual letter to investors will get rarer. Vocal presentation of corporate information will be increasingly subject to AI as the technology to analyse emotion in speech advances. Coaching in audio and video for executives to talk to AI will grow as a niche communications business.

Securities and Exchange Commission announces enforcement initiative directed at reporting violations by public company insiders

2015 ◽  
Vol 16 (1) ◽  
pp. 19-24 ◽  
Author(s):  
Richard J. Parrino ◽  
Peter Romeo ◽  
Alan Dye
Keyword(s):  
Securities And Exchange Commission ◽  
Timely Manner ◽  
Public Companies ◽  
Content Type ◽  
The Past ◽  
Public Company ◽  
The Us ◽  
Securities Laws ◽  
Enforcement Activity ◽  
Disclosure Obligations

Purpose – The purpose of this paper is to review the enforcement initiative announced by the US Securities and Exchange Commission (SEC) in September 2014 directed at reporting violations of the Securities Exchange Act of 1934 (Exchange Act) by public company officers, directors and significant stockholders. The paper considers the notable features of the first round of SEC enforcement actions pursuant to that initiative and proposes measures public companies and their insiders can adopt to enhance compliance with their reporting and related disclosure obligations under the Exchange Act. Design/methodology/approach – The paper examines the SEC’s enforcement initiative against the backdrop of the agency’s enforcement activity since 1990 for violations by public company insiders of the reporting provisions of Sections 13 and 16 of the Exchange Act. The paper summarizes the features of the reporting violations that attracted SEC enforcement interest in the recent proceedings and identifies the factors apparently weighed by the SEC in determining the amount of the penalties sought against those charged with the violations. Findings – The SEC’s latest enforcement actions are unprecedented for insider reporting violations. The new enforcement initiative represents an abandonment by the SEC of its largely passive approach of the past dozen years in which it charged insider reporting violations only when they related to fraud or other major violations of the securities laws. If reporting violations are flagrant, the SEC now promises to target the offenders for enforcement on a stand-alone basis without regard to other possible wrongdoing. The SEC also cautions that, as it did in some of the recent enforcement actions, it may charge companies that promise to assist their insiders in the preparation and filing of their reports, but do not to make the filings in a timely manner, with contributing to the filing failures. Originality/value – The paper provides expert guidance from experienced securities lawyers.

Auditor Independence: A Focus on the SEC Independence Rules

2008 ◽  
Vol 23 (2) ◽  
pp. 247-260 ◽  
Author(s):  
Audrey A. Gramling ◽  
Vassilios Karapanos
Keyword(s):  
Audit Committee ◽  
Financial Statements ◽  
Auditor Independence ◽  
Securities And Exchange Commission ◽  
Background Information ◽  
Instructional Resources ◽  
Sarbanes Oxley ◽  
Policy Goals ◽  
Public Company ◽  
Securities Laws

Auditor independence is an important underpinning of the federal securities laws. These laws require that registrants' financial statements filed with the Securities and Exchange Commission (SEC) be audited by independent public accountants. The focus on independence for public company auditors was increased in light of the requirements of the Sarbanes-Oxley Act of 2002 to strengthen auditor independence. These instructional resources provide background information on the current SEC auditor independence rules. After becoming familiar with these rules, you will have the opportunity to complete several case scenarios that address: (1) hypothetical settings that may represent violations of the SEC independence rules, (2) possible actions that an audit committee might take when it determines that the SEC independence rules may have been violated, and (3) possible alternatives to the current SEC independence rules that could achieve the desired public policy goals of objective audits and investor confidence.

Aztec multilatinas: characteristics and strategies of Mexican multinationals

2018 ◽  
Vol 28 (1) ◽  
pp. 2-18 ◽  
Author(s):  
Jose L. Huesca-Dorantes ◽  
Snejina Michailova ◽  
Christina Stringer
Keyword(s):  
Multinational Enterprises ◽  
Stock Exchange ◽  
Geographical Location ◽  
Securities And Exchange Commission ◽  
Data Sources ◽  
Annual Reports ◽  
Content Type ◽  
Making Sense ◽  
The Us ◽  
Internationalization Strategies

Purpose This paper provides an overview of the Aztec 13 – the top 13 multinational enterprises in Mexico. Different from research that groups countries and regions, the purpose of the paper is to deliver a nuanced picture of these multinationals in terms of their key characteristics and the strategies they follow when they internationalize. Design/methodology/approach All data sources that have been identified and reviewed are documents, printed and electronic. The Aztec multilatinas were identified using Forbes Global 2000 (2017). Other data sources such as media texts, company annual reports, reports filed with the Mexican Stock Exchange and the US Securities and Exchange Commission, as well as investor presentations, were collected and analyzed. Data sources were published in English and Spanish. The analytic procedure adopted entailed identifying, selecting, making sense of and synthesizing the data contained in the documents. Findings Aztec multilatinas have specific characteristics which, to a great extent, influence their internationalization strategies. Characteristics include the geographical location of their headquarters, their origin and history, their ownership structure and ties with families and government. These factors, combined, help to describe in greater nuance the internationalization strategies and activities of the Aztec 13. Such a detailed and focused description is a first necessary step for subsequent potential theorizing. Originality/value This paper contributes to the vibrant scholarly conversation on multinational enterprises from less researched regions and countries. Latin America is such a region and Mexico is such a country. Focusing on a single country and its top 13 multinationals allow a comprehensive description and disciplined analysis, with no dangerous generalizations to large regions and even larger settings such as emerging markets multinationals and with no false claims for theorizing.

Bringing order to non-GAAP financial measures: SEC sues to enforce “equal-or-greater-prominence” requirement

2019 ◽  
Vol 20 (4) ◽  
pp. 51-57
Author(s):  
Richard J. Parrino
Keyword(s):  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Content Type ◽  
Financial Measures ◽  
Generally Accepted Accounting Principles ◽  
Enforcement Action ◽  
Accounting Principles ◽  
Depth Analysis ◽  
The Us ◽  
Earnings Releases

Purpose This article examines the first action by the US Securities and Exchange Commission to enforce the “equal-or-greater-prominence” requirement of its rules governing the presentation by SEC-reporting companies, in their SEC filings and earnings releases, of financial measures not prepared in accordance with generally accepted accounting principles (GAAP). Design/methodology/approach This article provides an in-depth analysis of the equal-or-greater-prominence rule and the SEC’s enforcement posture in the context of the SEC’s concern that some companies present non-GAAP financial measures in a manner that inappropriately gives the non-GAAP measures greater authority than the comparable GAAP financial measures. Findings Although the appropriate use of non-GAAP financial measures can enhance investor understanding of a company’s business and operating results, investors could be misled about the company’s GAAP results by disclosures that unduly highlight non-GAAP measures. The SEC’s enforcement action signals a focus on the manner in which companies present non-GAAP financial measures as well as on how they calculate the measures. Originality/value This article provides expert guidance on a major SEC disclosure requirement from an experienced securities lawyer.

Parties push to enforce statutory time limits on SEC enforcement actions

2015 ◽  
Vol 16 (3) ◽  
pp. 30-32
Author(s):  
Benjamin Neaderland ◽  
Jared Cohen
Keyword(s):  
Design Methodology ◽  
District Of Columbia ◽  
Securities And Exchange Commission ◽  
Courts Of Appeals ◽  
Content Type ◽  
Time Limits ◽  
Court Of Appeals ◽  
Securities Law ◽  
The Us ◽  
Practical Implications

Purpose – To alert companies and individuals subject to regulation and investigation by the US Securities and Exchange Commission (SEC) of potential arguments to enforce time limits on enforcement actions that have heretofore commonly been ignored. Design/methodology/approach – Analyzes two cases - one recently decided and one pending - in US Courts of Appeals, explains significance of issues at stake. Findings – The Courts of Appeals for District of Columbia Circuit has recently reviewed, and the Court of Appeals for the 11th Circuit will soon decide whether statutory timing provisions effectively remove SEC power to bring enforcement actions past their deadlines, at least in some circumstances. Practical implications – Depending on the outcomes of the cases, companies and individuals may gain a new procedural defense or two against SEC enforcement actions. They may also expect the SEC to respond by more actively seeking tolling agreements, and/or being more cautious in issuing Wells notices. Originality/value – Guidance based on pending decisions interpreting US securities law, may bring regulatory adjustments to agency practice and procedure.

Extractives transparency gathers pace in the West

2016 ◽  
Keyword(s):  
Oil And Gas ◽  
Commodity Prices ◽  
Balance Of Power ◽  
The United States ◽  
Securities And Exchange Commission ◽  
Good Time ◽  
Power Structures ◽  
Financial Transfers ◽  
Content Type ◽  
The Us

Subject Developments on transparency in the extractives sector. Significance Transparency legislation on the extractives sector progressed in December 2015 when the US Securities and Exchange Commission published a revised proposal to enhance the transparency of extractive (ie, mining and oil and gas) industries' payments to governments in producing countries. The aim is to provide information on financial transfers which can then be used by civil society, media and other stakeholders to hold those governments to account. The United States was a pioneer in this area, but litigation against its original initiative delayed its progress. Impacts Low commodity prices shift the balance of power from producing countries to consuming ones. That makes producer countries more susceptible to pressures for reform and may be a good time to push for greater transparency. However, opaque and inaccessible power structures in producer states could still limit NGO capacity to use more data to reduce corruption. A test of this will be whether the issue of resource transparency gains traction within the G20.

Cryptocurrency regulations will become more variable

2018 ◽  
Keyword(s):  
Securities And Exchange Commission ◽  
Futures Trading ◽  
Content Type ◽  
Securities Law ◽  
The Us ◽  
Commodity Futures Trading Commission ◽  
Regulatory Scrutiny ◽  
Market Capitalisation ◽  
And Control

Subject Cryptocurrency classification. Significance The classification of crypto assets under US securities law is less clear than in Japan, China and South Korea, but a working group comprising senior officials of the US Securities and Exchange Commission (SEC) and the US Commodity Futures Trading Commission (CFTC) is discussing it. The unclear status of Ethereum’s ether and Ripple’s XRP, the second- and third-largest crypto assets by market capitalisation, is the centre of attention. Impacts Mined crypto assets including bitcoin and litecoin are likely to remain classed as commodities. Ether and XRP are unlikely to be designated as commodities as they were initial coin offerings (ICOs) but also not as standard securities. As ICOs come under increasing regulatory scrutiny and control, more will fail, but a few may achieve notable success.

SEC flexes its muscle on accounting fraud and targets more individuals

2016 ◽  
Vol 17 (2) ◽  
pp. 50-53
Author(s):  
David Woodcock ◽  
Joan McKown
Keyword(s):  
Financial Reporting ◽  
Financial Services ◽  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Internal Controls ◽  
Accounting Fraud ◽  
Department Of Justice ◽  
Content Type ◽  
Practical Guidance ◽  
A Priority

Purpose To note the increase in accounting and financial reporting matters at the Securities and Exchange Commission by highlighting a number of recent cases filed by the agency. Design/methodology/approach The SEC recently announced the settlement or filing of a number of significant accounting fraud cases. Coupled with recent statements by the SEC and the Department of Justice, it is clear that accounting fraud is a priority and that individuals are in the cross-hairs. This article discusses a few of the recent cases and the trend toward more financial reporting and issuer disclosure cases. Findings The number of financial reporting and issuer disclosure cases will likely continue to increase. Individuals will be targeted in more of those cases, internal controls will be a focus, whistleblowers will continue to be important in this area, and SOX 304 clawbacks will continue to be a weapon for the SEC. Originality/value Practical guidance from experienced securities and financial services lawyers.

The PCAOB Meets the Constitution: The Supreme Court to Decide on the PCAOB’s Conformity with the Separation of Powers Doctrine and Appointments Clause

2010 ◽  
Vol 24 (1) ◽  
pp. 79-93 ◽  
Author(s):  
Ronald R. King
Keyword(s):  
Supreme Court ◽  
Separation Of Powers ◽  
Securities And Exchange Commission ◽  
Point Of View ◽  
Board Members ◽  
Non Profit ◽  
Sarbanes Oxley ◽  
Public Company ◽  
The Future ◽  
Accounting Standard Setting

SYNOPSIS: This commentary provides an overview of the case currently before the U.S. Supreme Court that alleges constitutional problems with the Public Company Accounting Oversight Board (PCAOB). The PCAOB, a Board designed to oversee auditing for publicly traded firms, was created by Congress when it passed the Sarbanes-Oxley Act of 2002 (hereafter, SOX). To enhance PCAOB’s independence from political pressures, Congress established it as a private-sector, non-profit organization, and gave oversight powers to the Securities and Exchange Commission (hereafter, SEC), an independent agency. The plaintiffs in this case allege that Congress empowered the PCAOB with broad executive powers, yet limited the President’s ability to appoint Board members (thus violating the appointments clause of the Constitution) and to control and/or remove Board members (thus violating the separation of powers doctrine of the Constitution). The Supreme Court’s decision about the constitutionality of the PCAOB is important because of its potential impact on (1) the future of auditing oversight; (2) the validity of SOX; and (3) the future of independent agencies in general. From a policy point of view, the case highlights the importance of the combination of independence and accountability for auditing and accounting standard setting and practice.

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