Wiley Accounting Updates » SEC filings

No More “Neither Admit or Deny”

LuAnn Bean — Sun, 08 Jan 2012 14:44:55 +0000

The Securities and Exchange Commission, in a fundamental policy shift, said Friday, January 6, that it would no longer allow defendants to say they neither admit nor deny civil fraud or insider trading charges when, at the same time, they admit to or have been convicted of criminal violations. This has been a longstanding practice of allowing companies to settle fraud charges by paying a fine without admitting wrongdoing.

Questions
1. In what types of cases will “neither admit or deny” still be allowed?
2. According to the article, who at the SEC decides whether to use relevant facts from the criminal case in its own court documents for the civil case?
3. In November, what high-publicity case was critical of the “neither admit or deny” settlements and who was the judge that made that point?

Source:

Wyatt, E. (2012). S.E.C. Changes Policy on Firms’ Admission of Guilt, The New York Times, Jan. 6 (Retrievable online at http://www.nytimes.com/2012/01/07/business/sec-to-change-policy-on-companies-admission-of-guilt.html?_r=2&hp)

Do you think they will notice if we understate the numbers a little?

LuAnn Bean — Mon, 19 Dec 2011 23:25:17 +0000

The Securities and Exchange Commission capped a three-year investigation into Fannie Mae and Freddie Mac on Friday, filing securities fraud charges against six former executives at the government-sponsored mortgage giants. The SEC claims that the execs failed to disclose the full extent of their companies’ subprime loan exposure. However, the outcome of the cases could depend on what exactly is considered a subprime loan, with one defendant already arguing that there’s no standard definition.

Questions:

1. By what percentage did the Freddie Mac executives understate the amount of the company’s Single Family Guarantee business that was exposed to subprime loans in June 2008?
2. By what percentage did the Fannie Mae executives understate the amount of the company’s “Alt-A” loans?
3. What does a 10-Q filing with the SEC present?
4. Explain why most of these SEC settlements are set up with the language “without admitting or denying liability?” Do you believe this is a good thing?

Source:

Li, V. (2011). SEC Suits Against Fannie Mae, Freddie Mac Execs Turn on Subprime Loan Definition, Law.com, Dec. 20 (Retrievable online at http://www.law.com/jsp/cc/PubArticleCC.jsp?id=1202536066304&SEC_Suits_Against_Fannie_Mae_Freddie_Mac_Execs_May_Turn_on_Subprime_Loan_Definition)

A Feel-Bad Ending: Swell the Music for Rudy

LuAnn Bean — Mon, 19 Dec 2011 22:47:50 +0000

If you look up memorable quotes by Rudy Ruettiger, they exact all the inspirational feelings you can muster about “acting on your dreams.”

One of my favorites does not have such a pretty answer, now:

–If you knew you couldn’t fail, what would your goals be?

Sadly, the answer might be:

–To attempt a “pump-and-dump scheme.

Unfortunately, failure in achieving the goal, although not confirmed or denied, followed former Notre Dame football player, Daniel “Rudy” Ruettiger – the subject of the 1993 underdog movie “Rudy,” who created a sports drink company as a shell for a “classic pump-and-dump scheme.” The Securities and Exchange Commission says that the scheme bilked investors out of more than $11 million.

Questions:

1. What was the penalty imposed by the SEC settlement? Discuss whether you believe this was equitable.
2. How long did the scheme last? Look at the ACFE website (www.acfe.com). How does this compare with the length of the average pump-and-dump scheme, according to the 2010 Report to the Nation?
3. What product did the company claim to be in direct competition with? According to the article, was this the only thing that lured investors into the scheme?

Source:

Divito, N. (2011). Feel-Bad Ending for Hero of “Rudy” Movie, Courthouse News Service, Dec. 19 (Retrievable online at http://www.courthousenews.com/2011/12/19/42343.htm)

Treadway, D. (2011). Rudy Ruettiger Stock Scam: SEC Files Complaint Against Subject Of Famous Sports Movie, Huffington Post, Dec. 19 (Retrievable online at http://www.huffingtonpost.com/2011/12/19/rudy-ruettiger-stock-scam_n_1158017.html)

Accounting Error or Change in Estimate?

LuAnn Bean — Sun, 27 Nov 2011 15:14:06 +0000

On November 21, 2011, independent research firm, Gradient Analytics issued a report that questioned whether j2 Global appropriately treated the measurement of annual contacts with eFax customers as a change in estimate. Based on its examination of the j2 Global’s financial disclosures, applicable accounting rules, and limited feedback from the company, Gradient reported that “…the description of the underlying circumstances sounds more like a correction of an error in prior-period financial results.” If those adjustments are appropriately considered an accounting error rather than a change in estimate, a restatement of j2 Global’s 2010 financial reports may be warranted if such errors are considered material under accounting rules.

Questions:

1. In your own words, briefly explain the difference between the treatment of an accounting error and a change in estimate and why it is important for this company.
2. Who is Sam E. Antar, the author of this blog, and why should an accountant recognize him?
3. Look at other articles in Mr. Antar’s blog and briefly summarize one that interests you.

Sources:

Antar, Sam (2011). Should j2 Global Communications Restate its 2010 Financial Reports?, November 22. (Retrievable online at http://whitecollarfraud.blogspot.com/2011/11/should-j2-global-communications-restate.html)

Michalowisc, M. (2011) Video: Biggest Accounting Mistake #2. (Retrievable online at http://www.toiletpaperentrepreneur.com/videos?tubepress_page=3)

Biggest Accounting Mistake #2 from Obsidian on Vimeo.

Raj Going to the Big House

LuAnn Bean — Mon, 24 Oct 2011 15:55:15 +0000

Raj Rajaratnam is entering the next phase of his insider trading case. A Federal District Court judge, Richard J. Holwell, sentenced Mr. Rajaratnam to 11 years in a federal prison, and he will now try to remain out of prison as long as possible while his lawyers prepare a promised appeal. This is the longest sentence given for insider trading.

Questions:

1. What did the Henning article mention about the Federal sentencing guidelines and the type of facility that Raj will be placed in?

2. What are the issues regarding bail for Mr. Rajaratnam? Do you feel the time fits the crime? Discuss.

3. How did Mr. Rajaratnam acquire his ill-gotten gains according to Lattman and during what period?

Sources:

Lattman, P. (2011). Galleon Chief Sentenced to 11-Year Term in Insider Case. New York Times, Oct. 13 (Retrievable online at http://dealbook.nytimes.com/2011/10/13/rajaratnam-is-sentenced-to-11-years/)

Henning, P. (2011). The Road Ahead for Raj Rajaratnam, The New York Times, Oct. 14 (Retrievable online at http://dealbook.nytimes.com/2011/10/14/the-road-ahead-for-raj-rajaratnam/)

Rhode Island Nearly Broke?

LuAnn Bean — Mon, 24 Oct 2011 15:37:10 +0000

The current general treasurer of Rhode Island, Gina Raimondo, warns that the state will soon be broke due to its debt problems. After decades of drift, denial and inaction, Rhode Island’s $14.8 billion pension system is in crisis. Ten cents of every state tax dollar now goes to retired public workers and that figure will climb perilously toward 20 cents. Until this year, Rhode Island calculated its pension numbers by assuming that its various funds would post an average annual return on their investments of 8.25 percent; the real number for the last decade is about 2.4 percent. This article explains some of the challenges facing the state and Ms. Raimondo.

Questions:
1. How many reform plans has Rhode Island tried to institute since 2005 to fix the pension system? Do you agree with Ms. Raimondo’s approach? Why or why not?
2. Who did Ms. Raimondo learn was investigating the state and city finances of Rhode Island, as soon as she was sworn in? Why were they investigating?
3. What do the percentages in the article refer to in terms of the calculations made to calculate pension expenses? How do these changes affect the amount of pension expense?
4. In recent months, Ms. Raimondo has crisscrossed the state trying to sell a different plan that would allow the pensions to survive and avoid additional plans within the next couple of years. What type of pension structure is she trying to save? Explain this structure and whether or not it is the most common type for most companies.
5. The article mentioned that when the board voted to lower the projected long-term investment return assumption to 7.5 percent, the state’s pension shortfall instantly rose to $9 billion from $7 billion. Make the journal entry to show this effect.

Source:
Walsh, M.W. (2011) The Little State With a Big Mess. The New York Times, Oct. 22 (Retrievable online at http://www.nytimes.com/2011/10/23/business/for-rhode-island-the-pension-crisis-is-now.html?src=me&ref=business)

The Cost of Financial Ignorance

LuAnn Bean — Sun, 09 Oct 2011 19:30:22 +0000

In Hernando de Soto’s very interesting commentary, he expands Federal Reserve Chairman Ben Bernanke’s thoughts that the U.S. needed to “re-learn some of the lessons” that have led to success among emerging market economies. The bulk of his commentary focuses on the reliability of accounting records that guarantee or make credit trustworthy, including the deeds, titles, liens and other documentation that establish who owns what and how much, and who holds the risks.

Questions:

1. Was there any place in the article where de Soto mentioned something that sounded like the monetary unit assumption that provides a foundation for the accounting process? Were there any other assumptions or principles of accounting that he used in his commentary or could be inferred? Explain.

2. Relate de Soto’s article to the accounting equation. Based on this what is the premise of his article?

3. Explain what de Soto means by the statement “Information on debts is passed to the ledgers of ‘special-purpose entities’ (SPEs) – think Enron, which had more than 3,000 SPEs — or swept into illegible footnotes. “ What are SPEs? Briefly explain how Enron used them in perpetrating one of the nation’s largest frauds.

Source:

Hernando de Soto (2011). The Cost of Financial Ignorance., Washington Post, Oct. 7 (Retrievable online at http://www.washingtonpost.com/opinions/the-cost-of-financial-ignorance/2011/10/03/gIQAEU3yTL_story_1.html

Groupon in the News

LuAnn Bean — Mon, 26 Sep 2011 13:14:58 +0000

Groupon disclosed a major accounting change on Friday, essentially halving its once-jaw-dropping revenue after it encountered resistance from regulators with its filing to go public. Groupon, the online coupon titan, announced separately that its chief operating officer of about five months, Margo Georgiadis, resigned and will return to her former employer, Google, as president of the Americas.

Questions:

1. What was the accounting change mentioned? Was it a violation of GAAP?

2. What effect did it have on the financial statements?

3. What is the SEC quiet period mentioned in the article, how long is it, and what is its purpose?

Source: De La Merced, M.J. and E.M. Rusli (2011). Accounting Change Cuts Groupon’s Revenue. The New York Times – DealBook, September 23 (Retrievable online at http://dealbook.nytimes.com/2011/09/23/groupon-changes-its-revenue-accounting/)

The Greedy Boyfriend

LuAnn Bean — Sat, 13 Aug 2011 22:44:03 +0000

This week an action was filed by the SEC against Toby Scammell. The filing centers on the acquisition of Marvel Entertainment, Inc. by the Walt Disney Company, which was announced on August 31, 2009. Prior to the acquisition, Mr. Scammell lived with his girlfriend in Los Angeles. During that period she was an extern at Disney assigned to work on the Marvel acquisition. She worked long hours during the summer of 2009 and periodically discussed the project in general terms with Mr. Scammel but did not reveal the name of the company. Frequently she worked from home where there were papers about the deal. She was aware of the announcement date for the deal and the $50 price. Mr. Scammel had access to her papers and Blackberry. During one conversation, she suggested that the project would be done shortly after Labor Day. Scammel purchased call options on Marvel weeks before the deal and sold them for a 3,000 percent return.

Questions:

1. Why was the action filed against Toby and not his girlfriend? Discuss your answer in terms of the fraud triangle.

2. What were some of the red flags used by the SEC and mentioned in the article to pursue this action?

3. What is the name for this type of fraud? What is the potential punishment for this fraud?

Source:

Staff. (2011). Fund manager charged as Marvel insider trader, Thomson Reuters News & Insight, Aug 11 (Retrievable online at http://newsandinsight.thomsonreuters.com/Securities/News/2011/08_-_August/Fund_manager_charged_as_Marvel_insider_trader/)

Family Week for SEC Actions (sort of)

LuAnn Bean — Sat, 13 Aug 2011 22:41:38 +0000

Clayton Peterson, a member of the board of directors and chairman of the audit committee of Mariner Energy, Inc., and his son Drew Peterson, who worked as an investment adviser in Denver, Colorado, pleaded guilty to criminal insider trading charges and were named as defendants in an SEC suit. Clayton Peterson learned at board meetings that his firm would be acquired by Apache Corporation in a deal that was announced on April 15, 2010. After first learning about the deal he repeatedly tipped his son, instructing him to trade through an account belonging to his sister. The son traded and tipped a hedge fund manager who also traded. Following the announcement of the deal the share price of Mariner Energy rose about 42%. The hedge fund manager liquidated his positions, yielding a profit of $5 million. Within days Drew Peterson, and the various accounts for which he traded, liquidated their positions yielding a profit of $150,000. Clayton Peterson and his son Drew each pleaded guilty to one count of conspiracy to commit securities fraud and one count of securities fraud. Sentencing is scheduled for January 12, 2012. The SEC brought a civil injunctive action against Clayton Peterson and his son.

Questions:

1. What is a civil injunctive action? What does the term disgorgement mean?

2. What ethical responsibilities does a board of director have regarding the company for which he/she serves?

3. Explain the tip that was acted upon in the insider trading. Do you think Clayton and Drew would have been caught if the son had not tipped off a hedge fund manager?

Source:

Staff. (2011). Father and Son Plead Guilty to Insider Trading Charges, Lexis/Nexis: Corporate & Securities Law Community, August 8 (Retrievable online at http://www.lexisnexis.com/community/corpsec/blogs/corporateandsecuritieslawblog/archive/2011/08/08/father-and-son-plead-guilty-to-insider-trading-charges.aspx)