Materiality: No, the SEC did not write SAB No. 99

April 21, 2017

Corporate Counsel serves up a mostly excellent article, Securities Law Disclosure Checklist for Alleged (or Confirmed) Misconduct. It outlines disclosures that public companies should consider regarding alleged misconduct by employees, directors, or officers (e.g., “accounting improprieties, disclosure failures, criminal or civil actions involving the company and/or management, scandalous personal indiscretions, threatened disciplinary actions, fraud, false statements, or omissions, […]

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Preet Bharara’s unprofessional antics confirm his dismissal

March 14, 2017

Media coverage of President Trump’s firing of Preet Bharara, the so-called “showman Sheriff of Wall Street,” has been breathless and brainless. On this, Glenn Reynolds and I agree: Bharara’s refusal to resign his post as U.S. attorney for Manhattan was a petty, unprofessional publicity stunt fairly described as prosecutorial misconduct. A man so obviously lacking […]

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Doctor’s orders: Follow Georgia advance directives!

November 7, 2016

When it comes to following orders, MDs don’t have the best track record. This brings to mind advance directives for health care. They’re touted as estate plan essentials but do they really work? It turns out that their practical impact depends on the willingness of healthcare providers to read and heed what patients write. In her excellent book, The […]

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Happy Fourth, America!

July 4, 2015

Happy Fourth! Just watched The Perfect Game, a remarkable movie based on a true story that captures the American dream at its best. America’s game — yes, baseball — played (mostly) by the rules. Immigrant* underdogs win through sheer grit, pluck, and faith against enormous odds. *Technically speaking, the kids in this story were not yet […]

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About that new FASB revenue recognition standard . . .

October 18, 2014

This morning, I made a short presentation on the new FASB-IASB revenue recognition standard, Revenue From Contracts With Customers, now at FASB Codification Topic 606. The slides appear below this post. At the moment, Topic 606 will be effective for public company year ends beginning on or after January 1, 2017. We’ll see whether this effective date […]

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SEC loses laptops. IRS, EPA lose emails. CDC loses Ebola. What next?

October 9, 2014

What times are these when supposedly uber-competent government agencies lose control of, well, mission-critical stuff like laptops, emails, and deadly viruses? What’s next? The SEC OIG says hundreds of laptops are unaccounted for. The good news is that OIG has disclosed they’re missing. Bad news? While the IRS and EPA “lose” only emails, the SEC loses […]

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Statistician wins big with SAS 9.3 in False Claims Act case

September 30, 2014

Statistics and SAS 9.3 were big winners yesterday, in U.S. District Court for the Eastern District of Tennessee. In United States ex. rel. Martin v. Life Care Centers of America (1:08-cv-251), the court denied, after its own detailed analysis of proffered expert testimony, a defense motion to exclude the government’s testifying expert statistician, Dr. Constantin T. Yiannoutsos. In […]

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Which changes in accounting principle are material?

October 24, 2012

What misstatements or omissions are “material” and which are not?  With the recent roll-out of the SEC’s new whistleblower regulations, it is a popular question among companies and prospective whistleblowers.  This brief summary offers insights into this important topic as it applies to changes in accounting principle. First, despite recent IFRS rumblings, SEC regulations require […]

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Confidentiality agreements blocked by SEC Rule 21F-17

June 20, 2011

For whistleblowers and their past or present employers, one of the more important features of the SEC’s new whistleblower program regulations is Rule 21F-17,  copied in part below.  Over the years, targets of whistleblower claims have employed increasingly aggressive and sophisticated tactics — including “gag orders,” TROs, and breach of confidentiality agreement or even trade-secret-theft […]

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Sharing PHI with attorneys: OK under HIPAA?

December 30, 2010

The single largest group of health care whistleblowers are health care workers themselves — nurses, doctors, dentists, therapists and billing professionals — who encounter fraud on the job.  Do such health care workers violate HIPAA by disclosing patient protected health information (“PHI”) when blowing the whistle?  There is no need for them to do so.  […]

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