Microcorp SLC Conduct Summary

Stephen Richards’s actions were extremely serious; manipulating Computer Associates’ quarter end cutoff to align CA’s reported financial results with market expectations by violating the generally accepted accounting principles and their financial reporting responsibilities. According to the U.S. Securities and Exchange Commission, Richards with other CA executives extended CA’s fiscal quarter, “ instructed and allowed subordinates to negotiate and obtain contracts after quarter end while knowing, or recklessly disregarding the fact that, CA would improperly recognize the revenue from those contracts, and failed to alert CA’s Finance or Sales Accounting Department that CA salespersons

The situation began to unfold when the Securities and Exchange Commission was probing into a restatement of the company's stock price. Kozlowski's business practices raised some eyebrows. In 1999, the Securities and Exchange Commission (SEC) initiated an inquiry into Tyco's practices that resulted in a restatement of the company's earnings. In January, 2002, questionable accounting practices came to light. Tyco had forgiven a $19 million, no-interest loan to Kozlowski in 1998 and had paid the CEO's income taxes on the loan. It was found that he company's stock price had been overrated, and that the CEO and CFO had sold 100 million dollars' worth of shares, and then stated to the public that he was holding them, which was a misrepresentation and misled the investors.

Discuss how the SEC has influence (if any) over the audit of Smackey Dog Foods, Inc.

Overview of the Case: The Securities and Exchange Commission claims Mark D. Begelman misused proprietary information regarding the merger of Bluegreen Corporation with BFC Financial Corporation. Mr. Begelman allegedly learned of the acquisition through a network of professional connections known as the World Presidents’ Organization (Maglich). Members of this organization freely share non-public business information with other members in confidence; however, Mr. Begelman allegedly did not abide by the organization’s mandate of secrecy and leveraged private information into a lucrative security transaction. As stated in the summary of the case by the SEC, “Mark D. Begelman, a member of the World Presidents’ Organization (“WPO”), abused

Discuss how the SEC has influence (if any) over the audit of Smackey Dog Foods, Inc.

Discuss how the SEC has influence (if any) over the audit of Smackey Dog Foods, Inc.

1. If you were representing the Company in this case, what argument (facts and reasons) could you make that the confidentiality agreement had a legitimate business purpose and was applied appropriately to Martinez?

I would also contact all of his registered clients and confirm their information with the

Both parties consulted their attorneys whose guidance instructed them that they did not have to disclose the information. The motivating factor in both decisions was to protect the livelihood of their companies. The facts of the information that had been revealed to each company had not been proven.

What kind of public announcement, if any, should the board make to the press about the investigation? What should be the timing of that announcement?

Stockholders took a significant hit from the events relating to the restatement with earnings per share dropping an estimated average of 42% over the restatement period. The price of the company’s stock also fell. Prior to the discovery, Huron’s stock had reached an artificially inflated price of $83.25 per share and fell to a low of $13.69 per share after the restatement announcement, the unrelated SEC inquiry and the resignation of the company’s CEO, CFO, and CAO. The stock’s decline in value relating to these events triggered other issues and pending liabilities for the company. Persons who purchased or otherwise acquired the common stock of Huron between April 27, 2006 and July 31, 2009, filed a class action lawsuit against Huron and certain officers for violations of the Securities Exchange Act of 1934.

Interesting side note (footnote 2 of the case): Wasserstein, Perella, & Co. get $1.8 million from Interco for its

In early 2002, Kozlowski announced Tyco’s split of its four divisions into independent, publicly traded companies: Security and Electronics, Healthcare, Fire Protection and Flow Control, and Financial Services. Soon after, everything began to crumble. The board of directors learned that Frank Walsh (one of its members) had received a $20 million commission for his part in securing and aiding the CIT merger, without the knowledge of the rest of the board. Walsh was fined and later resigned. The board members were troubled by the notion that Kozlowski had made a major payment without informing them so they launched an investigation into whether the other board members had earned such commissions. The investigation uncovered numerous expense abuses. Also in 2002, the New York State Bank Department observed large sums of moving in and out of Tyco’s account. What made this unusual was that the funds were being transferred into Kozlowski’s personal accounts. Authorities discovered that Kozlowski had sought to avoid around $1 million in New York state import taxes. After purchasing around $14 million in rare artwork, Kozlowski had the

a. Are Mr. de Guzman and the two other directors justified in buying the shares of Green Med without consulting the other members of the Board and shareholders?

The company I have chosen to analyze is Skadden, Arps, Slate, Meagher & Flom LLP, one of the most prestigious law firms in the United States that grosses over one billion dollars a year. Skadden, Arps, Meagher & Flom (Skadden) is a Multinational Corporation located in 5 of the 7 continents. For over 60 years, “Skadden has provided legal services to the corporate, industrial, financial and governmental communities around the world in a wide range of high-profile transactions, regulatory matters, and litigation and controversy issues.”