Corporate Accountability Report Index-Summary

PAY

PCAOB

See PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD (PCAOB)

PENSIONS

– Accounting methods, changing to smooth losses subject to SEC scrutiny, 711
– Bank of America merger with Merrill Lynch, Ohio AG sues on behalf of state funds for failure to disclose true financial situation (S.D.N.Y.), 1176
– Corporate governance

– – CalPERS continues pressure to improve, 379
– – Four underperformers named by CalPERS, 379

– Credit rating agencies, CalPERS claims inaccuracies for structured investment vehicles (Cal. Super. Ct.), 889
– Disclosure of net periodic benefit costs, pensions and postretirement plans, FASB FAS 132(R)-1 requires more, 54
– Executive compensation

– – CalSTRS publishes guidelines on good practices, advisory votes, 565
– – SEIU demands review, overhaul of practices, 500

– Fraud, reinvestment delay after combining plans, audit letters after “as-of” transactions not enough to show §10(b) violation (1st Cir.), 235
– GM misstatement of accounting estimates case settles (D.D.C.), 141
– Independence of SEC, executives urge Geithner to maintain, 665
– Intervention, pension plaintiffs in stayed Del. case cannot intervene in derivative suit because interests adequately represented (S.D.N.Y.), 636
– Kickback scheme at fund by former state officials, SEC and N.Y. AG file charges, 383; SEC investigation moves to Cal. with informal inquiry letter to LAFPP, 570; N.Y. AG issues subpoenas to investigate use of paid intermediaries, 571; civil charges filed involving Aldus Equity Partners and DAV/Wetherly, 605; N.Y.C. Comptroller urges SEC to reform placement agent regulations, 635
– 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
– – Temporary bans on pension advisors who make certain political contributions, SEC to propose, 605; proposed rule would ban practice, 944

– Proxy access, Chamber releases Navigant study critical of pension shareholder activism, 628; validity and results of study questioned, 820
– Tex. public pension fund lacks statutory authority to sue, new representative must be named in securities fraud case (W.D. La.), 321
– Trading manipulations by specialists, class certified, CalPERS will lead (S.D.N.Y.), 823
– Whistleblowers, pension fund management decisions, complaints not protected and not cause of firing (S.D.N.Y.), 1098

PHARMACEUTICALS

See HEALTH CARE

PLEA AGREEMENTS

See GUILTY PLEAS

PLEADING REQUIREMENTS

– Citigroup misled investor on nature of hedge fund, lack of details leads to dismissal (S.D.N.Y.), 1032
– Fraud, fund investing in distressed companies, defendants knew fund was undercapitalized (S.D.N.Y.), 46
– Guidant Corp. fraud case, dismissal proper, class had opportunities to correct deficiencies (7th Cir.), 1290
– Loss causation

– – Auditor liability, class complaint fails to show connection between statements and UCAP Inc. losses (8th Cir.), 1289
– – Belo Corp. newspaper circulation practices and stock decrease, causal link not shown, class certification denied (5th Cir.), 1036
– – Certification stage, showing not yet required in financial fraud case (E.D. Va.), 544
– – Financial condition misrepresentations after Flowserve mergers, loss causation standard for certification stage (5th Cir.), 826
– – Misrepresentations about US Unwired's affiliate contract with Sprint, pleadings adequate (5th Cir.), 505
– – Omnicare misrepresentation fraud claims, dismissal affirmed (6th Cir.), 1289
– – Oracle Suite 11i deficiencies, problems are common knowledge, summary judgment granted (N.D. Cal.), 795
– – Securities fraud, Countryside addresses impact in face of changing market conditions, Analysis and Perspective, 957
– – Speculative statements such as analyst reports, government investigations, special committee reports do not support (N.D. Cal.), 1062
– – Treatment as element in class certification stage, Analysis and Perspective, 750
– – Williams Companies spin-off of WCG, expert's testimony fails because price not clearly attributed to fraud (10th Cir.), 259

– Misleading omission in exchange offer, inclusion of similar offer not required (9th Cir.), 137
– New product development, suit claims FormFactor Inc. lied about progress, pleadings inadequate (N.D. Cal.), 948
– Notice pleading

See LEGISLATION, FEDERAL, S 1504

– Off-label marketing, not strong demand, responsible for Viread sales, pleadings meet PLSRA (N.D. Cal.), 1261
– Revenue inflation scheme, SEC required to review claims on the record to defend against dismissal (D.N.H.), 923; many claims dismissed after court finds lack of factual allegations, 1233
– Scienter

See SCIENTER

PREEMPTION

– Electronic communication, ABA Model Business Corporation Act amendment adoption will avoid problems, 1203
– Fraud, federal regulatory gaps, preemption problems exposed, Congress urged to act, 387
– Fund investing in distressed companies, fraud claim, N.Y. Martin Act preempts claim (S.D.N.Y.), 46

PRIVATE SECURITIES LITIGATION REFORM ACT (PSLRA)

– Aetna, underpricing to gain market share, statements about pricing practices immaterial or forward-looking (E.D. Pa.), 796
– Auction rate securities, Wachovia's discovery stay under PSLRA partly lifted (S.D.N.Y.), 140
– Auditor liability defenses at pleading stage, Analysis and Perspective, 1067
– Forward-looking statements regarding ability to manage debt, safe harbor broad if cautions meaningful (N.D. Ill), 1180
– Jones Soda, pleading standards not met, scienter lacking, in allegations about expansion efforts (W.D. Wash.), 860
– MF Global Ltd., court says lack of specificity about why each statement is misleading explains prior dismissal (S.D.N.Y.), 506
– Misrepresentations about US Unwired's affiliate contract with Sprint, pleadings show loss causation (5th Cir.), 505
– Off-label marketing, not strong demand, responsible for Viread sales, pleadings meet PLSRA (N.D. Cal.), 1261
– Product pricing pressures, fraud claim about denials by Avaya Inc. CFO reinstated (3d Cir.), 578
– Scienter not required in proxy solicitation by Equity Office Property Trust, weak claim fails anyway (7th Cir.), 384
– Specific statements not identified as false or misleading, class complaint against Novastar Financial dismissed (8th Cir.), 1130

PRIVILEGED COMMUNICATIONS

See ATTORNEY-CLIENT PRIVILEGE

PROCEDURE

– Discovery

See DISCOVERY

– Due process

See DUE PROCESS

– Evidence

See EVIDENCE

– In pari delicto doctrine bars AIG suit against co-conspirators (Del. Ch.), 822
– Injunctions

See INJUNCTIONS

– Jurisdiction

See JURISDICTION

– Pleading requirements

See PLEADING REQUIREMENTS

– Preemption

See PREEMPTION

– Res judicata

See RES JUDICATA

– Standing

See STANDING

PRODUCT SAFETY AND LIABILITY

– Nanomaterials, more shareholder disclosure resolutions expected, 103

PROSPECTUSES

– 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

PROXIES

– Access

– – CII advocates increase, say-on-pay, 226
– – Director nominations

See DIRECTOR ELECTIONS

– – Increase by shareholders should happen, says Comm'r Aguilar, 194

– Broker voting, NYSE proposal to eliminate for director elections, investor groups support, Chamber of Commerce criticizes, 408; SEC approves rule, 818
– Derivative litigation, misstatement of grant date present values in proxy statement, dismissed for lack of presuit demand futility (E.D.N.Y.), 72
– Disclosures about careful consideration of sale proposal misleading when there was no discussion (Del.), 170; application of fiduciary duty to officers should increase cases, says Del. chief justice, 1253
– Executive compensation

– – Compensation Discussion and Analysis statements

– – – Changes expected, 196
– – – Disclosure recommendations influenced by TARP, 282

– – Disclosure

– – – Chart of proposals, 1085
– – – SEC considering rules, 726; proposals on stock award valuation, say-on-pay, risk assessment considered, 786; proposed rule would increase information in proxy statements, 818; companies should review practices and risk in light of rule, 912; risk assessment, comments being reviewed, 1286

– – Say-on-pay

– – – Dodd (D-Conn) urges SEC to issue guidance, 249; SEC issues guidance, some questions unanswered, 249; TARP recipients seek guidance, 252
– – – Support growing, says RiskMetrics Scorecard, 1028

– Investment advisors settle charges of failing to describe policies to clients (SEC), 607
– Merger by Equity Office Property Trust, scienter not required, but weak claim fails anyway (7th Cir.), 384
– No-Action Letters

See NO-ACTION LETTERS

– Non-votes, Corporate Governance asks for amendment to stop allowing them to be changed, 663
– Notice and access model, SEC proposes rule changes, 1257
– Preliminary injunction to stop Goldman Sachs proxy statement denied, appeal moot after proxy released (2nd Cir.), 292
– Shareholder Bill of Rights

See LEGISLATION, FEDERAL, S 1074

– Shareholder proposals

See SHAREHOLDER PROPOSALS

– Stock option backdating, 10(b) claims dismissed for lack of scienter, proxy claim survives (N.D. Cal.), 544
– Upholding access urged by CII, 200

PSLRA

See PRIVATE SECURITIES LITIGATION REFORM ACT (PSLRA)

PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD (PCAOB)

– Accounting support fee increase to offset lower expected collection rate, possible broker-dealer oversight, awaits SEC approval, 392
– Agenda and milestones set but flexible, 1237
– Annual and special reports required by audit firms under new rule, 1038; effective date delayed until Dec. 31 due to technical issues, 1185
– Annual reports, acquiring predecessor firm registration, SEC seeks comment on proposed rules, 773
– Annual testimony by chairman

See LEGISLATION, FEDERAL, HR 2664

– Audit confirmations, AU 330, concept release seeks comments, 480
– Audit rule AS No. 5

– – Application, report assesses implementation, 1184
– – Internal control audits at small companies, staff guidance issued, 145

– Authority, increase recommended by SEC IG, 854
– Broker-dealer auditor oversight

See LEGISLATION, FEDERAL, HR 1212

– Constitutionality of creation and operations challenged (U.S., rev grant), 642; (oral arg set), 1210; CII amicus brief urges retention of board, 1292
– Emulation by other countries desirable, 211
– Enforcement, sanctions and civil penalty imposed on CPAs, settlement, 1041
– Engagement quality review, risk assessment, standards revisions, interview with Baumann, 837
– Engagement quality reviews, standard reproposed for comment after extensive changes, 294; advisory group meeting set, 363; clarification of rules needed, 444; comments show need for more clarification, 548; risk and disclaimers must be assessed, comments say, 862; new standard adopted, sign-off on audit considered, 949; requiring engagement partners to sign may impact liability and responsibility, comments say, 1132; guidance will address financial reporting issues, 1137
– Exemption of auditors of broker-dealers from registration, Kanjorski (D-Pa) plans bill to close loophole, 175
– Fair value

– – Groups urge guidance on auditor standards, 361; recent changes cited, 362
– – Uncertainty and fraud risk should be separated, says SAG, 1267

– FASB codification, staff Q&A points to as authoritative source, 1107
– Foreign audit firm inspections

– – Broker-dealers are on SEC radar, 582
– – Deadline extended by a year, SEC seeks comments, 548; SEC approves rule delaying onset, 745; vote extends time to inspect, 798; delay pragmatic, not sign of internal problems, Special Report, 869
– – 2009 inspections list released, 446; list of jurisdictions where inspections occurred released, 1041

– “Going concern” guidance, SAG members urge board to wait for FASB to adopt standards, 444
– Inspection reports

– – Audit failure detailed at accounting firms, 242
– – BDO Seidman and Deloitte & Touche affiliates, 1011
– – Deloitte & Touche and KPMG Canada, 511
– – Disclosure by firms of issues in nonpublic portion encouraged, says Goelzer, 881
– – Ernst & Young, 675
– – Grant Thornton and BDO Seidman, 896
– – KPMG LLP, 802
– – McGladrey & Pullen LLP and Crowe Horwath LLP, 614
– – PricewaterhouseCoopers, 422

– Investor advisory group, nominations sought, 983; 19 members named, 1163
– Personnel

– – Chairman Olson resigns, citing personal reasons, 744; Goelzer named acting chairman, 952
– – Chief auditor, Baumann named, In Brief, 482
– – Communications director, Sjoquist named, In Brief, 646
– – Niemeier will step down from board, In Brief, 1109
– – Research and analysis director, St. Denis named, In Brief, 777

– Registration of broker-dealer auditors, guidance issued, 271
– Risk assessment, proposed standards, 76
– Standing Advisory Group, nominations sought, 587; meeting set, 1213
– Universal auditing standards, PCAOB board members disagree on feasibility, 75