Tag: SEC

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FCPA Compliance Report

Francine McKenna with an update on the KPMG-PCAOB Scandal

In this episode I visit with one of my favorite people, Francine McKenna, a reporter at MarketWatch. We check in on the current developments in the KPMG-PCAOB scandal including recent guilty pleas, sentencing and where the matter might finally be headed. Some of the highlights include:
·       A review of the Indictment and underlying facts.
·       A review of the horrendous facts about KPMG that came out during the March trial.
·       What does it say about the PCAOB that two of its former Board members were witnesses for the defense in the trial?
·       What did all this mean for KPMG head Lynne Doughtie? What does all this mean for audit independence, particularly in the Jay Clayton era at the SEC?

·       Where can listeners go for more information?

Resources

Francine McKenna on MarketWatch

MarketWatch website

Re: The Auditors blogsite

Categories
Compliance Into the Weeds

Changes at the PCAOB

Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. In this episode, Matt Kelly and I go into the weeds to explore the recent changes at the PCAOB made by SEC Chairman Jay Clayton.
Some of the highlights include:

  • Why were the changes announced in a manner to hide them?
  • Why were they such unusual personnel moves?
  • Why would the SEC put someone on the PCAOB with no discernible qualifications for the role?
  • Is the goal of Jay Clayton to do away with SOX 404 protection for investors?
  • Does going public under SOX mandate investor protection?
  • What else will Clayton pull to ram through his changes at the PCAOB and SEC?
  • Why is WeWork such a power example right now?

For additional reading see the following:
Matt’s blog post, PCAOB Shakeup-What it Means for You, on Radical Compliance.

Categories
Compliance Into the Weeds

Episode 143-Mylan and Silos

Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. In this episode, Matt Kelly and I go into the weeds to explore the recent SEC enforcement action against Mylan and its mischaracterization of the drug EpiPen as a generic drug. This mischaracterization cost the federal government millions of dollars and led the SEC to fine Mylan $30MM.
Some of the highlights include:

  • How can one event have multiple risk scenarios?
  • How risks can ripple across an organization?
  • Who oversees risk for a company in a holistic manner?
  • How can internal controls help to break down silos?
  • Where was compliance?
  • Why do internal controls need to cut across silos to provide (at least) internal transparency?

For additional reading see the following:
Matt’s blog post, Mylan’s Lessons on Silos & Risks, on Radical Compliance.

Categories
Compliance Into the Weeds

Quad/Graphics FCPA Enforcement Action

Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. Today we have a special live and in person podcast recording from Converge19. In this episode, Matt Kelly and I go into the weeds to explore the recent SEC enforcement action against Quad/Graphics and its Peruvian subsidiary. Matt comes in smoking on the egregious conduct of the company and the lack of criminal sanctions against the company.
Some of the highlights include:

  • How did the company garner credit for prompt disclosure when it knew about the conduct for 3 years?
  • Why have there been no criminal indictments against individuals?
  • How many sham vendors, invoices and payments does a company need to take notice?
  • Where was compliance?
  • Why is it the sham-ness of it all?

For additional reading see the following:
Matt’s blog post, Graphics Firm Draws $10 FCPA Settlement, on Radical Compliance.
Tom’s blog post, Quad/Graphics-the Sham-ness of it all, on the FCPA Compliance Report.

Categories
Compliance Into the Weeds

PwC Spanked Edition

Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. In this episode, Matt Kelly and I go into the weeds to explore the recent SEC enforcement action against PwC and its partner Brandon Sprankle for  violating audit firm independence rules,  including PwC implementing a GRC software system for one of its audit clients.
Some of the highlights include:

  • What was the conduct which led to the $8.9MM fine against PwC?
  • Why do audit firm independence rules exist?
  • Why ethical norms did PwC partner Brandon Sprankle violate?
  • Should an audit partner who engages in material misrepresentations be trusted to perform an audit?
  • What internal controls at PwC were violated by Sprankle’s actions?
  • What does a CCO need to pay attention to audit firm independence rules?

For additional reading see the following:
Matt’s blog post, SEC Dings PwC on GRC Deal, on Radical Compliance.
For more information on Converge19, click here.

Categories
This Week in FCPA

Episode 171 – the Jay Clayton Speaks (or not) edition

As SEC Chair Jay Clayton scolds the rest of the world for its lack of anti-corruption enforcement and does say why he wants to dump a PCAOB Member, Tom and Jay are back  to discuss some of this week’s top compliance and ethics stories which caught their collective eyes.

  1. SEC Chair scolds weak overseas anti-corruption enforcement. Dave Micheal reports in the WSJ Risk and Compliance Journal.
  2. Why does SEC Chairman want to get rid of PCAOB member, Kathleen Hamm? Francine McKenna explores in MarketWatch.
  3. Fair Pay to Play? California pass law allowing college athletes to be compensated. Michael McCann reports in com.
  4. Did the SFO put in a ‘self-certification’ requirement in its recent Guidance on Cooperation? Aziz Rahman says yes in the FCPA Blog.
  5. How can independent integrity monitors help to limit adverse consequences in health care? Jay concludes his series on monitors in the health care industry in CCI.
  6. NYU PCCE gets new Executive Director as Alycin Cooley joins the group. NYU Compliance and Enforcement Blog.
  7. How can you process personal employee data under GDPR? Laura Wright, Sarah Greenwood and Andrew Reeves opine in the FCPA Blog.
  8. What happens when employees ethical values are greater than those shown by their employer? Michael Toebee explores in an interesting post on CCI.
  9. One commentator suggests we hold back on international enforcement against bribe-takers. Anton Moiseeineko writes in theFCPA Blog.
  10. Tom continues his preview of the Converge19 speakers in a special bonus series of podcasts on the Compliance Podcast Network. Check out the following: Monday-Ricardo Pellafone and Ashley Lewis on Building Your Brand; Tuesday-Michael Williamson on moving to a values based culture; Wednesday-Mike Volkov on the Nuts and Bolts of Sanctions Compliance; Thursday-Nicole Pitts on Increasing Employee Engagement and Friday- Eric Feldman on the CCO’s role in performance management. The podcast is available on multiple sites: the FCPA Compliance Report, iTunes, JDSupra, Megaphone,YouTube,  Spotifyand theCompliance Podcast Network.
  11. The Everything Compliance gang will be doing its first live podcast at Converge19. You should be there! Listeners to this podcast can obtain a complimentary ticket by using the promotion code foxvip, for registration and information, click here.

Tom Fox is the Compliance Evangelist and can be reached at tfox@tfoxlaw.com. Jay Rosen is Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com. For more information on how an independent monitor can help improve your company’s ethics and compliance program, visit our sponsor Affiliated Monitors at www.affiliatedmonitors.com.

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Daily Compliance News

Daily Compliance News: August 20, 2019-the dog years edition

In today’s edition of Daily Compliance News:

  • Former SEC Chair Arthur Levitt says the SEC plan to gut internal controls reporting is misplaced. (WSJ)
  • The Business Roundtable redefines “the purpose of a corporation.” (NYT)
  • BVI lawyer skewers ABA for opposing AML legislation. (FCPA Blog)
  • When employment years count as dog years. (WSJ)
Categories
Compliance Into the Weeds

Compliance into the Weeds: Episode 133-Facebook Settlement

Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. In this episode, Matt Kelly (the coolest guy in compliance) and I go into the weeds to explore recent Facebook settlement with the SEC and the FTC. We also explore what the new DOJ antitrust investigation may portend going forward.
Some of the highlights include:

  • This is now the second SEC settlement under this fact pattern.
  • The SEC settlement was three times the amount of the Yahoo settlement.
  • Did the FTC settle too low (or too high)?
  • Is Facebook prevented from doing anything going forward?
  • What is the impact if any on the stock price? Does the market even care?
  • Is the DOJ antitrust investigation simply a politically motivated attack?
  • Has the administration thought through the implications of its antitrust investigations?

For further reading on Conn’s see Matt’s blog posts: Facebook, Power and Antitrust Issues

Categories
Great Women in Compliance

Promoting Public Trust-Amy Mertz Brown, Chief Compliance Officer of the SEC

For a long time, compliance was perceived as a part of the larger legal world. Today, compliance is its own profession — a place where people work tirelessly to make the world a better place, one where doing the right thing is the standard for everyone. There are a lot of amazing and inspirational women who have helped the compliance field develop into what it is today and women who are joining this field every day. They are leading the work on cutting-edge issues and breaking barriers for women. Join Mary Shirley and Lisa Fine as they talk with women in compliance who are making a difference. In today’s episode Mary visits with Amy Mertz Brown, Chief Compliance Officer of the SEC. They discussed her role and how it feels to have the responsibility of the head of the Compliance function for one of the most significant Compliance regulators in the world, her tips for success in technology implementations and her takeaways from spearheading the creation of a compliance function in a start-up federal agency. With her extensive managerial experience in legal and compliance departments, Amy also shared various approaches for addressing difficult stakeholders inside an inherited staff and how she prizes diversity as an important goal when building out her teams.

Categories
Compliance Into the Weeds

Compliance into the Weeds: Episode 132-Internal Control Palooza

Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. In this episode, Matt Kelly (the coolest guy in compliance) and I go into the weeds to explore recent SEC enforcement actions which Matt characterized as an “internal control Palooza”. We explore what went askance, how to learn from it and how to prevent it going forward.
Some of the highlights include:

  • The SEC recently had an “Internal Controls Palooza” of enforcement actions.
  • Microsoft demonstrated poor controls over third parties.
  • Why do does units need a ‘second set of eyes’ for non-standard discounts?
  • What is earnings management and why is it so risky?
  • Why do you need robust internal controls when engaging in earnings management?
  • Why must internal controls have an auditable trail?

For further reading on Conn’s see Matt’s blog posts:
Conn’s Lessons on Management Estimatesand
More on Embedding, Automating Controls
For further reading on Microsoft see Matt’s blog post:
FCPA Issues Nick Microsoft $25 Million
Finally see Tom’s blog posts
Part 1-Microsoft FCPA Enforcement Actionand
Part 2-the Bribery Schemes