Corporate Accountability Report Index-Summary

ABA

See AMERICAN BAR ASSOCIATION (ABA)

ACCOUNTING

– Appointments, FASB-IASB joint Financial Crisis Advisory Group members named, 16
– Fair value

See FAIR VALUE

– FASB

See FINANCIAL ACCOUNTING STANDARDS BOARD (FASB)

– IASB

See INTERNATIONAL ACCOUNTING STANDARDS BOARD (IASB)

– IFRS

See INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

– Interview, FASB chair Herz on impairments, 56
– Loan loss provisioning, changes proposed in Obama reform package, 805
– N.Y. Senate approves expansion of accountant oversight, 21; governor signs, 182
– Standards, changes coming in 2009, Outlook, 78
– Tax shelters

See TAX SHELTERS

ACQUISITIONS

See MERGERS AND ACQUISITIONS

AGENCY

– BDO Intl. not responsible for member firm liability (Fla. Cir. Ct.), 833

AICPA

See AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (AICPA)

AIDING AND ABETTING

– Law firm Mayer Brown, case dismissed because only accomplices to securities fraud, judge urges Congress to revisit law (S.D.N.Y.), 382; SEC amicus brief says reading of primary violator liability was too narrow (2d Cir.), 1000
– Liability, primary versus aiding and abetting, where underwriter distributed but did not write false and misleading prospectus, court seeks SEC amicus brief (1st Cir.), 290
– Madoff Ponzi scheme, auditor for financial statements charged (S.D.N.Y.), 931
– Secondary actors

See LEGISLATION, FEDERAL, S 1551

– Standing, trustee cannot sue third parties under “Wagoner Rule” (S.D.N.Y.), 579
– Terex Corp. agrees to penalty after financial fraud, aiding and abetting fraud at another company (D. Conn.), 1012

AMERICAN BAR ASSOCIATION (ABA)

– Conferences and meetings

See CONFERENCES AND MEETINGS

– Model Business Corporations Act, ABA committee proposes amendments for access and reimbursement, 853; amendments approved on second reading, 1203

AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (AICPA)

– Broker-dealers, hedge funds, Congress urged to tighten regulation, 553
– Employee benefit plans, auditor coverage by client, proposed rule would limit permissibility, 1109
– IFRS conversion, readiness survey shows educating financial and accounting staff not improving, 1270
– Related parties, fair value, group financial statements, Auditing Standards Board proposes revisions to standards, 1138
– Universal auditing standards, PCAOB board members disagree on feasibility, 75

AMERICAN RECOVERY AND REINVESTMENT ACT (ARRA)

– Troubled Asset Relief Program

See TROUBLED ASSET RELIEF PROGRAM (TARP)

ANALYSIS AND PERSPECTIVE

– Accounting standards

– – Changes coming in 2009, Outlook, 78
– – Fair value, independence, and IFRS will be major issues this year, Special Report, 186
– – IFRS conversion, economic crisis leads to criticism, constitutional issues with nonpublic companies noted, Special Report, 457

– Attorney-client privilege

– – Bankruptcy proceedings, extent and avoiding waiver, 1141
– – Communications during tenure of former directors and officers, extent, 212
– – Tax accrual workpapers, “for use in possible litigation test” adds uncertainty to work product protection for many documents, 1272

– Attorney ethics, SEC actions after SOX show tension between roles as gatekeepers or advocates, 1296
– Audit committees, fiduciary duty, business judgment rule, and liability in financial crisis litigation, 807
– Auditor liability

– – Defenses at pleading stage, 1067
– – Mortgage-backed securities valuations, 84

– Business judgment rule protects decisions resulting in substantial losses if no illegal activity and risk management systems in place, 647
– Class action filings may decrease, partial certification may help, Outlook, 184
– Climate change risk disclosure, groups push SEC for guidance, Special Report, 933
– Corporate governance, government intervention at GM changes board's power, Special Report, 516
– Corporate penalties, history and effect of terminating pilot program, 272
– Del. amendments to General Corporation Law, other entities, summarized, 1043
– Disclosure of executive compensation, director information, risk, summary of proposed SEC rules, 1017
– Executive compensation

– – ARRA restrictions

– – – Broadened limitations, 299
– – – Issues such as bonuses, grandfathered companies, not fully addressed, 396
– – – Treasury guidance needed, 366

– – Derivative litigation increasing, best practices for responding to demand letters given, 1238
– – Disclosure proposals chart, Focus, 1085
– – Independent consultants, role changing as pay plans restructured, Special Report, 333
– – Negotiation of agreements, regulations and political climate effects, 1165
– – Performance metrics, best practices explained, peer comparisons discouraged, Special Report, 364
– – Principles-based approach, not prescriptive mandates, should be used, 984
– – Regulatory and legislative action, review of effects, 1187

– FASB Standards Codification project, implementation likely to find accountants unprepared, Special Report, 651
– Fiduciary duty of officers, application of business judgment rule after Gantler murky, 454
– Foreign Corrupt Practices Act, number of actions and size of penalties rise, 619
– Foreign inspection delay, PCAOB pragmatic, not sign of internal problems, Special Report, 869
– Good faith standard in Del. too lenient, experts advise, Special Report, 22
– IFRS conversion, comments show numerous concerns, weak support, Special Report, 588
– Independent directors, study measures information they have about company and trading returns, Special Report, 748
– Intercompany transactions, income tax accounting under GAAP and IFRS, disclosure requirements, Viewpoint, 778
– Internal control guidance, study on fraud deterrence, risk management importance, coming from COSO, Focus, 1015
– Internal investigations, Nicholas shows need for Upjohn warnings, outside counsel, and compliance programs, Special Report, 683
– Loss causation

– – Securities fraud, Countryside addresses impact in face of changing market conditions, 957
– – Treatment in class certification stage examined, 750

– No-action letters, shareholder proposals, and corporate impact, interview with three attorneys, 555
– Personal liability of directors under DGCL 102(b)(7), 28
– Proxy access

– – Comments to SEC proposal focus on impacts, Special Report, 954
– – Proposals chart, Focus, 1052

– Reform proposals by Obama expand SEC authority and tighten securities regulation, 900
– Regulation FD, anonymous internet postings raise issues, 483
– Regulatory reform coming in 2009, Outlook, 148; correction, 178
– Restitution under MVRA for corporations' criminal investigation fees, 112
– Risk management must be broader, ongoing, Special Report, 1013
– SEC enforcement program

– – Commissioners' plans to reinvigorate, 518
– – Control person liability as sole basis for actions, 1215
– – Increase, details remain to be seen, Special Report, 835

– Sentencing guideline deviations in securities fraud often needed for justice, 678
– Taxation, outside basis differences, IASB proposes recognition with one exception, 873

ARMED SERVICES

See DEFENSE CONTRACTS

ARRA

See AMERICAN RECOVERY AND REINVESTMENT ACT (ARRA)

ATTORNEY-CLIENT PRIVILEGE

– Absent class member may not view law firm files (N.Y.), 637
– Bank of America merger with Merrill Lynch, advice of counsel defense waives privilege, says N.Y. AG, 1084; CEO Lewis attorneys ask Towns (D-NY) to reconsider request for privileged documents, 1157; Towns announces Bank of America will provide documents, 1177; bank will release documents N.Y. AG requested, 1228; bank sent disk with privileged documents to House Oversight Committee, 1255
– Bankruptcy proceedings, extent and avoiding waiver, Analysis and Perspective, 1141
– Compiled documents organized by factual contention should have been disclosed as arranged, compilations get narrow work product protection (S.D.N.Y.), 167
– Confidentiality agreement with government limits former employee's access to work product (D.C. Cir.), 541
– Deposition of SEC about witnesses they interviewed subject to protective order (N.D. Cal.), 703
– Director's suit against company, no access to documents company generated in defense (Cal. Ct. App.), 130
– Form 10-K draft sent to counsel and working group of non-lawyers protected (N.D. Ill.), 201
– Former officers and directors, communications during their tenure, extent, Analysis and Perspective, 212
– Insider trading, production motion dismissed as court urges parties to review privilege and relevance (S.D. Ohio), 437
– Internal investigations

– – Loyalty breached when firm representing both Broadcom and executive turned over executive's statements to investigators (C.D. Cal.), 471; ruling warns of risks of dual representation, 472; case offers lessons for investigators, Special Report, 683; former CFO knew conversations with outside counsel would be disclosed, so no privilege (9th Cir.), 1205
– – Maintaining privilege, report offers tips, 255
– – Waiver occurs when disclosing documents in stock option backdating case to SEC, others (N.D. Tex.), 855

– SEC enforcement actions, waiver issues, 996
– Tax accrual workpapers, corporations protected, accountants may not be (1st Cir.), 128; ruling vacated, en banc rehearing scheduled, 415; amicus brief urges application of work product doctrine, 540; dual purpose documents not shielded from IRS as work product, 1024; “for use in possible litigation” test adds uncertainty to work product protection, Analysis and Perspective, 1272
– Waiver, government does not ask, but corporations feel pressure, ABA panel says, 1286
– Whistleblowers, in-house counsel may proceed with claim of retaliatory firing after they notified company of possible fraud in merger (9th Cir.), 1059

ATTORNEYS

See also ATTORNEY-CLIENT PRIVILEGE
– Advisory role, SEC avoids naming individuals unless they evolve into principal, 1154
– Brady disclosure obligations met when huge open file included “hot documents” databases (5th Cir.), 40
– Ethics

– – Conflicts, confidentiality, and in-firm privilege trends, 730
– – Corporate counsel, new N.Y. rules raise issues, 606
– – SEC actions after SOX show tension between roles as gatekeepers or advocates, Analysis and Perspective, 1296

– Fees

See ATTORNEYS' FEES

– KPMG executives and attorney convicted of tax evasion (S.D.N.Y.), 11; effect on other companies limited, 12
– Limitations period, tolling not warranted, investors lacked diligence when attorney failed to register shares (8th Cir.), 48
– Mayer Brown, Refco fraud scheme

– – Class action dismissed because only accomplices to securities fraud, judge urges Congress to revisit law (S.D.N.Y.), 382; SEC amicus brief says reading of primary violator liability was too narrow (2d Cir.), 1000
– – Former partner convicted (S.D.N.Y.), 926

– Outlier revenue scheme, Tenet Healthcare Corp., former general counsel to pay (C.D. Cal.), 892
– Pay-to-play, campaign contributions by law firms and pension fund litigation hiring, Bennett (R-Utah) asks SEC to investigate, 890; Schapiro says SEC lacks authority to review, 945
– Revenue inflation at Enron, attorneys settle charges (S.D. Tex.), 142
– Stock option backdating

– – McAfee's former general counsel, SEC claim dismissed (N.D. Cal.), 389
– – Prosecutor falsely stated other officials knew nothing, former Brocade Communication Systems CEO conviction reversed (9th Cir.), 1034
– – UnitedHealth Group and general counsel settle SEC charges, 13

– Tax shelter fraud, conspiracy indictment filed against BDO Seidman officers and attorneys (S.D.N.Y.), 737

ATTORNEYS' FEES

– Class actions

– – Allocation between plaintiffs in 2 states in tracking stock dispute (Del. Ch.), 768
– – Failure to prosecute, court refuses to dismiss but awards fees and costs (Del. Ch.), 609
– – Objections deadline earlier than that for full fee motion, CII files amicus brief objecting (N.D. Cal.), 542

– Del. corporation law cases, 2009 second quarter review, 842; third quarter 2009, 1087
– Indemnification

See INDEMNIFICATION

– Reformed preferred stock deal with Loral Space and Communications, fees upheld (Del.), 977
– Restitution under MVRA for corporations' criminal investigation fees, Analysis and Perspective, 112
– Tax shelter defendant in KPMG LLP case sued by attorneys for unpaid fees after dismissal of criminal case (S.D.N.Y.), 1009
– Tender offer price, fees denied because presumption that client's actions caused price increase rebutted (Del. Ch.), 473

AUDITOR LIABILITY

– Agency lacking, BDO Intl. not responsible for member firm liability (Fla. Cir. Ct.), 833
– BDO Seidman

– – Fired auditor replaced, no federal jurisdiction over failure to correct prior misstatements (S.D. Fla.), 615
– – Tax shelter fraud, vice chairman pleads guilty to conspiracy to defraud U.S. (S.D.N.Y.), 357; indictment filed against officers and attorneys, 737; former VP pleads guilty, 738; former partner pleads guilty, 899

– Defenses at pleading stage, Analysis and Perspective, 1067
– Deloitte & Touche

– – Adelphia engagement partner's SEC bar proper, due process not denied (D.C. Cir.), 952
– – Scienter lacking when treatment of warrant as sign-on bonus confirmed with both sides (2d Cir.), 717
– – Vicarious liability for subsidiary's errors in overlooking fraud possible, summary judgment denied (S.D.N.Y.), 182; ruling causes international audit firms to reconsider risk, 270; reconsideration denied, 270; court refuses to certify interlocutory appeal on vicarious liability issue, 323
– – Victims of client fraud just as plaintiffs, dismissed (4th Cir.), 68

– Ernst & Young

– – HealthSouth Corp. financial fraud claim settles (N.D. Ala.), 421
– – Tax shelters, partners found guilty in scheme (S.D.N.Y.), 615

– Grant Thornton, in pari delicto bars Parmalat fraud claim (S.D.N.Y.), 1181
– Hales, Bradford & Allen LLP, lender to bankrupt company cannot sue auditor over financial irregularities (4th Cir.), 424
– KPMG

– – Complicity in financial misstatements, claims filed by New Century Fin. Corp. (S.D.N.Y.) (Cal. Super. Ct.), 423
– – “Parking” transactions with Peregrine Systems, Inc., dismissed for lack of reliance (9th Cir.), 147
– – Revenue recognition fraud by U.S. Foodservice, SEC attorney says “phantom audit evidence” defense requires reversal (SEC), 946

– Madoff Ponzi scheme

– – Ancillary lawsuits predicted for 2009, 38
– – Financial statements, auditor charged with fraud, aiding and abetting (S.D.N.Y.), 931

– Moore Stephens Frost, class complaint fails to show connection between statements and UCAP Inc. losses (8th Cir.), 1289
– PricewaterhouseCoopers

– – AIG fraud, N.Y. law immunizes firm (Del. Ch.), 261
– – Dismissed as defendant, cannot be re-included in amended complaint (2d Cir.), 55
– – Profit inflation at Satyam Computer Services, auditor under investigation in India, 181
– – Recklessness, scienter, not shown, Doral Financial class fraud action dismissed (2d Cir.), 1129

– Revenue recognition improper, causing restatement, not enough to show scienter (D. Idaho), 1213
– Subprime lending, mortgage-backed securities valuation, Analysis and Perspective, 84
– Untrained staff issued audit reports, firm and accountant settle with SEC (D. Nev.), 1108

AUDITOR OVERSIGHT

– AICPA Auditing Standards Board revisions proposed to fair value, related parties, group financial statements, 1138
– Broker-dealers

See LEGISLATION, FEDERAL, HR 1212

– Confidential information sharing

See LEGISLATION, FEDERAL, HR 3346

– Employee benefit plans, auditor coverage by client, proposed AICPA rule would limit permissibility, 1109
– Independence, ethical rules enhancing effective in 2011, 929
– N.Y. Senate approves expansion of accountant oversight, 21; governor signs, 182
– Public company accounting oversight board

See PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD (PCAOB)

– Public company auditing guide, CAQ releases, In Brief, 618
– Treasury Audit Committee votes to draft report on recommendations, disagrees on content, 427

AUTOMOBILES

See MOTOR VEHICLES