Corporate Accountability Report Index-Summary

TARP

See TROUBLED ASSET RELIEF PROGRAM (TARP)

TAX SHELTERS

– Accrual workpapers, corporations protected by privilege, 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
– BDO Seidman 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
– Ernst & Young partners found guilty in scheme (S.D.N.Y.), 615
– KPMG executives and attorney convicted of tax evasion (S.D.N.Y.), 11; effect on other companies limited, 12; defendant sued by attorneys for unpaid fees after dismissal of criminal case, 1009
– Stop Tax Haven Abuse Act

See LEGISLATION, FEDERAL, S 681

– WorldCom, former executive must reimburse Verizon for tax shelter settlement for her stock options (S.D. Miss.), 474

TAXATION

– Controlling expenses, IRS commissioner discusses measures, 1256
– Executive compensation

– – Audits, Deloitte Tax LLP offers tips, 71
– – Auto industry loans, impact of Section 382 exemption, 6
– – Bonus as nondeductible dividend, Tax Court finding reversed (7th Cir.), 346
– – Bonuses

See LEGISLATION, FEDERAL, HR 1518, HR 1542, HR 1586, HR 1664, S 651

– – Deductibility for TARP recipients, Analysis and Perspective, 366
– – Deductibility limits, Kerry (D-Mass) working on bill, 197
– – Deductions

See LEGISLATION, FEDERAL, S 1007

– – “Gross-ups” to cover tax on perks, interim final Treasury rule prohibits, 767
– – Performance-based pay, IRC sections 162(m) and 409A, public companies must comply by year end, 1257
– – Section 409A of IRC, importance in negotiating agreements, Analysis and Perspective, 1165
– – Stock options

See LEGISLATION, FEDERAL, S 1491

– IFRS conversion, tax authority readiness key factor, says TEI, 512; consequences must be addressed, Special Report, 588
– Intercompany transactions, income tax accounting under GAAP and IFRS, disclosure requirements, Viewpoint, 778
– Internal controls, tax and finance functions must integrate, says PricewaterhouseCoopers, 776
– Outside basis differences, IASB proposes recognition with one exception, Analysis and Perspective, 873
– Reserves disclosure, FIN 48, one-third of large companies failed to meet minimum requirements, 294
– Risk management, IRS to discuss with large companies, 1158
– Sections 457A and 409A, Treasury provides more guidance, 309
– Securities transactions

See LEGISLATION, FEDERAL, HR 1068

TELECOMMUNICATIONS

– Adelphia, injunction preventing former official from receiving anything of value from Rigas family vacated (2nd Cir.), 259
– Aegis Communications, valuation in short-form merger, minority shareholder has Del. appraisal remedy (3d Cir.), 1207
– Asset purchase agreement breach, seller James Cable cannot hold buyer's controlling company liable (Del. Ch.), 794
– Attorney-client privilege 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 shows need for Upjohn warnings, outside counsel, and compliance programs, Special Report, 683; former CFO knew conversations with outside counsel would be disclosed, so no privilege (9th Cir.), 1205
– Attorney misconduct, prosecutor falsely stated other officials knew nothing, former Brocade Communication Systems CEO conviction reversed (9th Cir.), 1034
– Attorneys' fee award upheld in reformed preferred stock deal with Loral Space and Communications (Del.), 977
– Enron Broadband Services, future earnings improperly booked to meet projections, former CEO pleads guilty (S.D. Tex.), 707
– Ericsson LM Telephone, class action fraud dismissed, failed to plead scienter or false statements (S.D.N.Y.), 48; dismissal affirmed (2d Cir.), 1264
– GlobeTel Communications former CEO charged in fraudulent invoicing scheme (S.D. Fla.), 1131
– GlobeTel Communications Inc., former CFO admits failure to report stock compensation (S.D. Fla.), 163
– Ikanos Communications could not disclose unknowable facts at stock offering (2nd Cir.), 1180
– Market share, financial results, Novatel Wireless statements misleading, scienter pled (S.D. Cal.), 579
– Primary liability claims against secondary actors, “bright line” test requires summary judgment for Lucent (D.N.J.), 580
– Product pricing pressures, fraud claim about denials by Avaya Inc. CFO reinstated (3d. Cir.), 578
– Qwest Communications Intl.

– – Artificially inflating stock price, former executives named in fraud suits (D. Colo.), 181
– – Calculation of gain resulting from offenses and sentence was incorrect against former CEO for insider trading (10th Cir.), 1004; DOJ won't appeal, 1034
– – Deliberative process privilege shields SEC officials from requests (D. Colo), 258
– – State secrets privilege does not erode defense, improper revenue recognition claim (D. Colo.), 418

– Tellabs, fiduciary duty not breached in retaining company stock while price fell (N.D. Ill.), 739
– US Unwired's misrepresentations about affiliate contract with Sprint, pleadings show loss causation (5th Cir.), 505
– Verizon Communications may omit Corporate Responsibility Committee from proxy materials (SEC No-Action Letter), 43
– Wayport Inc., first refusal agreement did not apply to transactions, insider information and breaching duty to minority shareholder claims can continue (Del. Ch.), 1008
– Whistleblowing, no reasonable belief of fraud by Charter Communications shown (7th Cir.), 389
– Williams Companies spin-off of WCG, expert's testimony on loss causation fails because price not clearly attributed to fraud (10th Cir.), 259
– WorldCom, former executive must reimburse Verizon for tax shelter settlement for her stock options (S.D. Miss.), 474

TELEVISION

See MEDIA

TEXAS

– Attorney-client privilege, waiver occurs by disclosing internal investigation documents to SEC, others (N.D. Tex.), 855
– Hales, Bradford & Allen LLP, lender to bankrupt company cannot sue auditor over financial irregularities (4th Cir.), 424
– Presuit demand, anonymous brief demand about second merger offer lacked particularity, was inadequate (Tex.), 736
– Public pension fund lacks statutory authority to sue, new representative must be named in securities fraud case (W.D. La.), 321

TROUBLED ASSET RELIEF PROGRAM (TARP)

– Bank of America merger with Merrill Lynch, investigation

See BANKING

– Enforcement mechanism

See LEGISLATION, FEDERAL, S 431

– Executive compensation

– – ARRA restrictions

– – – Bonuses, grandfathered companies, issues not fully addressed, Analysis and Perspective, 396
– – – Treasury guidance needed, Analysis and Perspective, 366

– – Bonuses

– – – AIG bonuses outrage Obama, others, but CEO says they must be paid, 341; hearings on bonuses may influence reform, 342; IG Barofsky investigating, 405; Barofsky says Treasury at fault for failure to explore bonus and retention payments, 1228
– – – Fannie Mae and Freddie Mac bonuses, regulator defends, 435
– – – Financial institution recipients should pay back, says Dodd (D-Conn), 162
– – – Lawmakers concerned by reports of planned bonuses by firms still owing funds, 992
– – – Performance unrelated to bonuses by TARP recipients, N.Y. AG says, 972
– – – Taxation

See LEGISLATION, FEDERAL, HR 1518, HR 1542, HR 1586, HR 1664, S 651

– – – Treasury provides more guidance, 309; restrictions will not apply to public-private investment funds, 378; rule issued limiting bonuses and golden parachute payments, 725

– – Compensation Discussion and Analysis statements, disclosure recommendations influenced by TARP, 282
– – Excessive spending, foreclosure moratorium, banking executives discuss with House committee, 222
– – “Gross-ups” to cover tax on perks, interim final Treasury rule prohibits, 767
– – Regulations and political climate effect negotiation of agreements, Analysis and Perspective, 1165
– – Restrictions

– – – Applicability of rules, questions raised, 310
– – – Expected under Geithner, 125
– – – Needed before releasing funds, says Frank (D-Mass), 70
– – – Obama administration review clouds fate, 100; limits and say-on-pay part of new rules, 161; practitioners critique limits as bad public policy, 197; CII approves Obama position, 226
– – – Other regulators expected to adopt standards, 1177
– – – Pay practices at companies who did not get funds should be considered, 1280
– – – Recovery Act broadens, Analysis and Perspective, 299
– – – Treasury helping companies evade, Towns (D-NY) questions Geithner, 434

– – Say-on-pay, Dodd (D-Conn) urges SEC to issue guidance, 249; SEC issues guidance, some questions unanswered, 249; recipients seek guidance, 252; SEC proposes requiring more information disclosure, 818
– – Special master appointed, proposals for say-on-pay considered, 725; Feinberg will announce results of review, 1178; plans to align pay with long-term performance due soon, 1204; Feinberg says authority clear, but setting compensation difficult task, 1254; compensation set for highly paid employees, Feinberg says role limited, 1281
– – Survey finds base salaries, bonuses, affected by economy and TARP, 223
– – Treasury review, companies submit plans, 1029
– – Use of funds, Special IG Barofsky requires certified information, 125

– Financial fraud

See LEGISLATION, FEDERAL, S 386

– Fraud, FBI working with IG Barofsky on recordkeeping systems to help investigations, 664
– Inspector General's powers

See LEGISLATION, FEDERAL, S 18

– Lobbying

See LEGISLATION, FEDERAL, HR 1095, S 133

– Repayment of funds, ten financial firms get okay, 728
– Stimulus package provisions

See LEGISLATION, FEDERAL, HR 1

– Use of funds

See LEGISLATION, FEDERAL, HR 384