Corporate Accountability Report Index-Summary

FAIR VALUE

– Amortized cost considered as alternative by FASB, 1387
– Disclosure, FASB standard, 104; moved to financial instruments project, 204; Level 3, “sensitivity analysis disclosure,” proposal, 335; first quarter disclosure due, 414; uncertainty analysis, comments say disclosures too onerous, 1093
– Financial instruments

– – FASB-IASB differences, 996
– – Loans, survey shows disagreement with treatment, 1092

– Liability with third-party guarantees, FASB-IASB align, 1355
– Loan commitments on balance sheets at fair value, FASB accounting prescription, 278
– Measurement assumptions should be explained, says SEC, 23

FALSE CLAIMS ACT

– Government contractors, investigation proactiveness, Action Memo, 342

FASB

See FINANCIAL ACCOUNTING STANDARDS BOARD (FASB)

FERA

See FRAUD ENFORCEMENT AND RECOVERY ACT (FERA)

FIDUCIARY DUTY

– Attorney-client privilege, breach as crime-fraud exception (Ill. App. Ct.), 379
– Business judgment

See BUSINESS JUDGMENT RULE

– Convertible promissory note is security subject to preferred stock contract (Del. Ch.), 625
– Craigslist majority adopted poison pill, diluted minority (Del. Ch.), 986
– Del. corporation law cases, second quarter 2010, 699
– Derivative litigation

– – AIG fiduciary breach, demand futility not shown (S.D.N.Y.), 350
– – Goldman Sachs suits, Abacus deals (N.Y. Sup. Ct.), 432; court consolidates with other case, 923
– – Minority shareholder suit against majority shareholders, direct suit barred (Fla. Dist. Ct. App.), 45
– – Standing, creditors right to bring suit against insolvent LLC (Del. Ch.), 1258

– ERISA

See ERISA FIDUCIARY DUTY

– Intercompany agreement, must plead both unfair dealing and price (Del. Ch.), 712
– Jurisdiction in “stock drop” case, Moody's practices (S.D.N.Y.), 223
– LLC agreements, explicit wording required to modify duty (Del. Ch.), 409
– Mergers and acquisitions

– – Common shareholders lack payout (Del. Ch.), 794
– – Controlling unitholder claims proceed (Del. Ch.), 1294
– – Disclosure

– – – Cadbury board urging refusal of Kraft purchase offer, jurisdiction (D.N.J.), 126
– – – Possible merger in redemption by minority shareholder (5th Cir.), 248

– – Expedited proceedings request, tender offer (Del. Ch.), 380
– – Finder fee, director fails to disclose, board ratifies (S.D.N.Y.), 1166
– – First refusal right, failure to honor (Cal. Ct. App.), 69
– – Injunction against QuadraMed merger sought by preferred shareholder (Del. Ch.), 327
– – Injunctions, Dollar Thrifty and Hertz, board reasonable (Del. Ch.), 989; reasonableness critical, documentation helps, 1134
– – Litigation increases, Advisen report, 1140
– – Poison pill adoption and breach of duty (Del. Ch.), 882; appeal filed (Del.), 987
– – Short form merger after convertible notes issued (Del. Ch.), 497
– – Stock redemption pursuant to contract just prior to sale of division (Del.), 373

– Outside directors, duty to investigate red flags before disclosure, Action Memo, 371
– Parmalat SPEs fraud case dismissed (S.D.N.Y.), 194
– Statute of limitations, continuing wrong doctrine application, closely held corporation fiduciary claims (N.C. Ct. App.), 331

FIFTH AMENDMENT

– Collective entity doctrine, former employee must produce documents, no privilege (Md.), 1227
– Evidence, unavailability, using earlier testimony (E.D.N.Y.), 652

FINANCIAL ACCOUNTING FOUNDATION (FAF)

– XBRL maintenance with FASB, 156

FINANCIAL ACCOUNTING STANDARDS BOARD (FASB)

See also ACCOUNTING
– Asset consolidation rules being circumvented, says SEC, 24
– Asset transfers and consolidation of variable trust entities, final guidance, 24
– Contracts with customers, revenue proposal, roundtables set, 1097
– Convergence with IASB

– – Conceptual framework project, first phase done, 1063
– – Delay, G-20 notified, 579; modified strategy and timeline, letter to G-20, 682; PCAOB advisory group says timeline unreasonable, 772; discussion paper on timelines coming, 1063
– – FCAG urges G-20 to participate and endorse, 26
– – Herz interview, 80
– – Leisenring outlines difficulties, 663
– – Memorandum of understanding project completion, feedback sought, 1063
– – Next steps in plan, 629
– – Priorities revisions affirmed in progress report, 1306
– – Priority no longer given, says IFRS Advisory Council, 1094
– – Revenue disclosure requirements, 74
– – Time to act critical to avoid fracturing support, 386
– – Timeline questioned after Herz departure announced, 958
– – Transition dates and methods, comments sought, 1149
– – U.S. global role questioned, says Advisory Council, 1354

– Credit risks, standards update supported by Credit Suisse, 862
– Distribution to shareholders, earnings per share reporting, guidance, 27
– Equity versus liabilities, distinguishing, guidance, 1327
– Fair value

See FAIR VALUE

– Financial instruments proposal released, 578; comments criticize, 601; convergence with IASB, Seidman notes challenges, 996; advisory panel supports, 1064; survey shows disagreement with fair value treatment of loans, 1092; IOSCO urges convergence, 1095; comments reviewed, 1146; loan loss and credit impairments, approaches narrowing, 1264
– Financial liabilities, amortized cost measurement election, 278
– Financial statement presentation, joint FASB-IASB draft guidance, 721; work suspended, 1178
– IFRS

See INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

– Insurance contracts, rules do not need change, 1386
– Lease accounting, FASB-IASB proposal, 889
– Loss contingencies disclosure, proposal coming, 353; comments sought, 773; comment period extended, 887; comments say flaws are serious, 994; attorney-client privilege issues, says ABA, 1054; vote to delay, 1177; project not dropped, 1260; SEC expects disclosure compliance, 1261
– Oil and gas extraction, estimation and disclosure, guidance, 52
– Personnel

– – Chairman Herz to retire, board expands to seven members, 928; Herz says timing right, 960; Golden joins, Seidman as acting chairman, 1027
– – International advisor, Leisenring named, 721

– Pro forma disclosures for business combinations, guidance, 1388
– Receivables, new disclosure rule, 799; troubled debt restructuring, proposal issued, 1121
– Repurchase agreements, draft guidance coming, 1120; revision proposed, 1205
– Revenue recognition guidance proposed with IASB, 684; advisory panel positive, 746; retrospective application burdensome, 1232
– Role if IFRS incorporated by SEC, 1304
– Rulemaking blitz should be followed by quiet period, 444
– Stock compensation, update, 73
– Subsequent events disclosure, comments on amendments sought, 25
– Troubled debt restructuring disclosure, delay in footnote reporting, 1306
– XBRL maintenance with FAF, 156

FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA)

– Madoff ties with directors and officers, study approved, 880; highly paid employees compensation disclosure, 1081; internal investigation says no misconduct in pay, 1082

FINANCIAL INSTITUTIONS

See BANKING

FINANCIAL REPORTING

See REPORTING REQUIREMENTS

FINANCIAL RESTATEMENTS

– Chart of recent SEC filings, Dec. 11-Jan. 1, 54; Jan. 4-15, 135; Jan. 15-29, 178; Jan. 29-Feb. 12, 232; Feb. 12-26, 256; Feb. 26-Mar. 12, 336; Mar. 26-Apr. 9, 422; Apr. 9-23, 482; Apr. 26-May 7, 533; May 7-21, 584; May 21-June 4, 634; June 7-18, 693; June 21-July 2, 753; July 2-16, 811; July 16-30, 900; July 30-Aug. 13, 968; Aug. 27-Sept. 10, 1045; Sept. 10-27, 1103; Sept. 27-Oct. 8, 1157; Oct. 11-22, 1211; Oct. 22-Nov. 5, 1271; Nov. 8-19, 1337
– Enforcement action after internal investigations, study, 878
– Tenure of CFOs and founder CEOs, report, 130

FINANCIAL STATEMENTS

– Presentation, joint FASB-IASB draft guidance, 721; work suspended, 1178
– Reporting requirements

See REPORTING REQUIREMENTS

FINRA

See FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA)

FIREARMS AND WEAPONS

– Smith & Wesson misstatements, presuit demand did not allow enough time to investigate (D. Mass.), 1197

FIRST AMENDMENT

– Freedom of speech, credit rating agency ratings protection (Cal. Super. Ct.), 1380
– Proxy access, suit challenges SEC rule, seeks stay (D.C. Cir.), 1050; SEC agrees to stay, 1075; stay changes focus of 2011 proxy season, 1075; briefing schedule set, 1137; annual elections, hostile takeovers issue after stay, 1248; SEC rule adoption flawed, brief (D.C. Cir.), 1282; rules should not apply to registered investment companies, brief, 1349

FLORIDA

– Derivative litigation, minority shareholder suit for fiduciary breach against majority shareholders, direct suit barred (Fla. Dist. Ct. App.), 45

FOIA

See FREEDOM OF INFORMATION

FOOD

– Cadbury board disclosures urging refusal of Kraft purchase offer, jurisdiction (D.N.J.), 126
– Jones Soda, misleading expansion statements, dismissed (9th Cir.), 956
– Panera Bread, misrepresentations and PSLRA (E.D. Mo.), 307
– Suprema Specialties, former officials fraud convictions affirmed (3d Cir.), 18
– U.S. Food Services, Brady claims in fraud new trial request (S.D.N.Y.), 67; new trial granted for jury instruction, hearsay (2d Cir.), 717

FOREIGN CORRUPT PRACTICES ACT

See INTERNATIONAL DEVELOPMENTS

FRAUD

– Adelphia fraud scheme, Rigas sentence (U.S., rev den), 1114
– Advanced Materials Group, former CFO charged (N. D. Tex.), 627
– Aiding and abetting

See AIDING AND ABETTING

– Auditor liability

See AUDITOR LIABILITY

– Bank of America merger with Merrill Lynch, N.Y. pension losses fraud suit (S.D.N.Y.), 794; claims proceed, 950
– Basis Yield Alpha Fund says Goldman Sachs claim meets Morrison (S.D.N.Y.), 955
– Brady claims in U.S. Food Services new trial request (S.D.N.Y.), 67; new trial granted for jury instruction, hearsay (2d Cir.), 717
– CalPERS, placement agent, CEO charged (Cal. Super. Ct.), 493
– Cendant Corp., former CEO settles SEC fraud charges (D.N.J.), 47
– Class actions

See CLASS ACTIONS

– Collateral estoppel in civil case after guilty plea in criminal case (6th Cir.), 441
– Cooperation, self-reporting key for leniency, 566
– Corporate compliance program critical for TARP firms, 789
– Countrywide Fin. loan exceptions, former CEO disputes (C.D. Cal.), 948; case heads to trial, 1023; case settles, 1143
– Criminal fraud conviction elements, Dynegy executive (U.S., rev den), 68
– Criminal liability standard vague, says judge, 879
– Dell settles failure to disclose exclusivity payments (D.D.C.), 796; two former accounting officials settle, 957; settlement approved, 1150
– Delphi officials, SEC fraud case continues (E.D. Mich.), 441
– Disclosure

See DISCLOSURE

– Embezzlement by former Koss officials, SEC charges (E.D. Wis.), 961
– Evidence, Fifth Amendment unavailability, using earlier testimony (E.D.N.Y.), 652
– Expert testimony, handwriting and corporate governance, accounting fraud (E.D.N.Y.), 127
– FERA actions, number lacking, says Kaufman (D-Del), 1019
– Financial reporting fraud starts as small adjustments, says CAQ report, 1121
– “Foreign-cubed” case, trade groups and SEC file amicus briefs (U.S.), 222; standard unlikely to change, panel, 271; prescriptive, not subject matter jurisdiction, conduct test, BNA Insights, 281; connection to U.S. questioned (oral arg), 322; no 10(b) application (judg aff), 641; decision may push global class actions to other opt-out countries, panel, 821; ramifications of decision, BNA Insights, 831; Wall Street law expands jurisdiction, 1080; effects of Wall Street law, BNA Insights, 1098; transactional test brings certainty, BNA Insights, 1182; impact of case on SLUSA questioned, 1376
– Forward-looking statements

– – Basis for fraud (N.D. Ind.), 46
– – Falsity

– – – Cautionary language misleading (2d Cir.), 103
– – – Protection when known, BNA Insights, 998

– Government transactions, fraud risk prevention, 189
– Health care

See HEALTH CARE

– HealthSouth SEC Fair Fund distribution, 825
– Honest-services fraud

– – Enron CEO, vagueness (U.S., oral arg), 247; bribery and kickback limitation (dec), 642; effects of ruling limited, BNA Insights, 864; case will limit fraud prosecutions, 984; Senate committee chair wants legislative fix, 1057
– – Hollinger Intl. CEO, remanded to consider Skilling (U.S., rem), 642; mail fraud and obstruction upheld, fraud reversed (7th Cir.), 1198

– “In connection with” fraud requirement dilution, BNA Insights, 355
– Incentives are one cause, says PricewaterhouseCoopers survey, 37
– InfoUSA, executives settle SEC charges (D. Neb.), 276; CFO suit survives dismissal, 1226
– Insider trading

See INSIDER TRADING

– Internal investigations, procedural best practices, 517
– Jurisdiction, swap agreements by JP Morgan Chase executives (N.D. Ala.), 174
– Jury instruction flawed, disclosure of pending litigation in debenture deal not required (11th Cir.), 858
– KMart liquidity misstatements, former CEO civil penalties (E.D. Mich.), 251; parties agree to settle, 1296
– Lehman Brothers, removal and collateral order doctrine (3d Cir.), 551
– Mayer Brown role in Refco fraud

– – Aiding and abetting, attorney sentenced (S.D.N.Y.), 128
– – SEC settlement with Collins lacks penalty, approval deferred (S.D.N.Y.), 203; court approves, 627
– – Secondary actor liability for fraud, SEC urges (S.D.N.Y.), 320; attribution and reliance needed (2d Cir.), 436; congressional action needed to protect investors, says attorney group, 437; plaintiffs request en banc rehearing, 545; rehearing denied, 826

– N.Y. civil frauds unit to complement SEC, 1084
– Parmalat SPEs fiduciary duty case dismissed (S.D.N.Y.), 194
– Pay-to-play for N.Y. Common Retirement Fund

– – AG settles claims, 154
– – Martin Act charges filed against official (N.Y. Sup. Ct.), 821

– Pleading requirements

See PLEADING REQUIREMENTS

– Prevention importance, COSO study, 567
– Private civil action

See LEGISLATION, FEDERAL, HR 5042

– Protective orders in fraud scheme, SEC violation (10th Cir.), 329
– Quest Energy Partners, former CFO fraud sentence (W.D. Okla.), 1300
– Refco fraud

– – Former directors settle with forfeiture (S.D.N.Y.), 491; former COO agrees to forfeiture, 927
– – Grant Thornton settles aiding and abetting claim (S.D.N.Y.), 1150
– – Imputing acts of insiders to corporation (2d Cir.), 12; no N.Y. standing, 1296
– – Mayer Brown role

See Mayer Brown role in Refco fraud, this heading

– Revenue inflation, former Homestore.com CEO pleads guilty (C.D. Cal.), 44
– Revenue recognition

See REVENUE RECOGNITION

– Risk assessment challenges, 515
– Scienter

See SCIENTER

– SEC

– – Regional official telling examiners to ignore red flags, IG probe, 1289
– – Special units will catch, prevent fraud, 146

– Sham reinsurance contracts, General Reinsurance settles DOJ and SEC charges (S.D.N.Y.), 70
– Shareholder rights and corporate deception, survey, 66
– SOX clawback application

– – CEO not accused of company fraud, argument (D. Ariz.), 374; wrongdoing not required, 615; clawbacks on innocent executives expected to continue, 791; SEC to file for summary judgment, 821; summary judgment filed, 1023; CEO says SEC failed to show misconduct, 1196
– – Innocent executives, future use possible, 851

– Stanford Ponzi scheme, Dodd (D-Conn) wants legislation to remedy SEC issues, 1018
– Stock option backdating

See STOCK OPTION BACKDATING

– Suprema Specialties, former officials fraud convictions affirmed (3d Cir.), 18
– Symbol Tech, former VP settles financial reporting fraud charges (E.D.N.Y.), 383
– Task force, USAO establishes in Va., 543
– Tax shelters

See TAX SHELTERS

– Terra Firma misrepresentation claim against Citigroup in merger (S.D.N.Y.), 1061
– Washington Mutual, reliance on false statements claim proceeds (W.D. Wash.), 1257
– Whistleblowers

– – In-house counsel wrongful discharge based on internal complaints (D. Nev.), 15
– – Patents obtained through fraud claim, no specificity (2d Cir.), 1174

FRAUD ENFORCEMENT AND RECOVERY ACT (FERA)

– Number of actions lacking, says Kaufman (D-Del), 1019

FREEDOM OF INFORMATION

– Agency practices, IGs to review, 947
– Confidentiality of SEC records for regulatory and oversight reasons questioned, 786; hearing set, 818; application of Dodd-Frank provision is prospective (SEC), 819; legislation to remove exemption introduced, 850; Issa (R-Calif) letter challenges Schapiro claim confidentiality necessary, 878; guidance issued, 979; bills, see LEGISLATION, FEDERAL, HR 5948, HR 5970, HR 6086, S 3717
– SEC actions

– – Denied requests, report, 125
– – Handwritten notes disclosure (D.D.C.), 854
– – Internal documents withholding (S.D.N.Y.), 10
– – Obama open policy, failure to implement, 305

– SEC employees viewing porn, exemption (D. Colo.), 1381

FREEDOM OF SPEECH

See FIRST AMENDMENT