Internal Controls

News & Analysis as of

SEC continues to focus on internal control failures

The SEC has settled charges against Texas-based oil company Magnum Hunter Resources Corporation (MHR) and several individuals. The list of individuals implicated in this proceeding includes MHR’s Chief Financial Officer,...more

Blog: House Passes Bill For Five-Year Extension Of JOBS Act Exemption From Auditor Attestation Requirement

On Monday, the House passed the Fostering Innovation Act of 2015, notwithstanding this letter to Paul Ryan and Nancy Pelosi from the SEC’s Investor Advocate urging a vote against it. The bill, which presumably now moves to...more

Corruption Risks and Corporate Social Responsibility Spending

Global companies have been embracing socially responsible spending projects to build stronger relationships with local communities. The idea makes a lot of sense and real projects can result in real benefits....more

Joe Howell on the PCAOB, Audits and Compliance – Part IV

This week I have been exploring the Public Accounting Oversight Board (PCAOB) with Joe Howell, an Executive Vice President (EVP) with Workiva Inc. We have considered how some of the issues addressed by the PCAOB directly...more

Theranos, the SEC’s Pursuit of Unicorns, and Taking the Reins of Internal Controls

In the wake of a host of negative developments, Theranos Inc. is reportedly under investigation by the Department of Justice and the Securities and Exchange Commission. The SEC and DOJ inquiries are likely to focus on...more

Joe Howell on the PCAOB, Audits and Compliance – Part I

I recently had the chance to visit with Joe Howell, the Executive Vice President (EVP) of Workiva LLC. Howell has been the Chief Financial Officer (CFO) of a number of public companies, mostly in the technology space, and...more

Unicorns Under Scrutiny: The SEC Previews Its “Long Arm” Of The Law

As we previously discussed, SEC Chair Mary Jo White recently delivered the keynote address at the Silicon Valley Initiative hosted by the SEC-Rock Center for Corporate Governance at Stanford University. While the speech and...more

Managing Cybersecurity Risk for Nonprofit Organizations: A Fiduciary Duty?

We live in an era of increasingly prevalent cybercrime, and nonprofits are in the crosshairs.  Harvard University, Penn State University and two BlueCross BlueShield entities are just a few nonprofit organizations that...more

The FCPA and SOX and Internal Controls – Twin Sons of a Different Mother?

What is the interplay of two different pieces of legislation enacted almost 25 years apart in response to widely different crisis? In the case of the Foreign Corrupt Practices Act (FCPA) and Sarbanes-Oxley Act (SOX) quite a...more

Trends In Accounting Class Action Filings

Last year the number of securities class actions filed with accounting allegations exceeded the average over the last ten years. Likewise, the number of accounting cases filed last year alleging internal control violations...more

May the Fourth Be With You – The Norwegian Sovereign Wealth Fund Awakens to Good Corporate Governance

May 4th is universally recognized (at least in the universe I inhabit) as Star Wars Day. According to Wikipedia, “May 4 is called Star Wars Day because of the popularity of a common pun spoken on this day. Since the phrase...more

This Week In Securities Litigation

The SEC requested comment on the development of a consolidated audit trail this week, a concept long discussed. The audit trail would enable regulators to track trading activity in the U.S. markets. Enforcement initiated...more

This Week In Securities Litigation

The Commission prevailed at trial in a market manipulation case. The trial followed a series of settlements and a grant of summary judgment in the Commission’s favor as to one defendant. The remaining defendant, a former NFL...more

Ketchum Clarifies How FINRA Will Assess a Firm’s Culture of Compliance

In an April 15, 2016 speech to the Brookings Institution, FINRA CEO Richard G. Ketchum addressed the fundamental question of whether the equity markets are sufficiently fair, flexible, and efficient to encourage the...more

SEC Prevails At Trial Over Former Professional Athlete

Sometimes is does not pay to be the last man standing – particularly in a Commission enforcement action. Such was the fate of former NFL player and Olympic athlete Willie Gault. SEC v. Heart Tronics, Inc., Case No....more

FinCEN Assesses Civil Money Penalty Against Nevada-Based Casino for AML/BSA Violations

On April 5, FinCEN assessed a civil money penalty against a Nevada-based casino for willfully violating the anti-money laundering provisions of the BSA. From 2010 through November 2013, the casino allegedly failed to (i)...more

Recent SEC Enforcement Actions and Public Commentary Demonstrate the Commission’s Continued Focus on Internal Control Failures

We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal...more

This Week In Securities Litigation

Budget hearings were a focus this week as the Chair of the SEC and Chairman of the CFTC visited Capitol Hill. Both sought substantial increases, requesting more money for technology, inspections and enforcement. While the...more

Internal Controls Enforcement: Hoisting Yourself on Your Own Petard

William Shakespeare’s Hamlet included this often used  phrase – hoist with his own petard (a small bomb). Shakespeare never knew that his eloquence would apply to today’s SEC enforcement of internal controls. The FCPA...more

Recent SEC Enforcement Actions and Public Commentary Demonstrate the Commission’s Continued Focus on Internal Control Failures

We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal...more

Las Vegas Sands $9 Million SEC Settlement: An Easy Mark

The SEC continues its cutting edge FCPA enforcement program, bringing in a variety of enforcement cases and employing some new strategies. In its latest foray, the SEC settled with Las Vegas Sands, owned by Sheldon...more

The Vegas Sands FCPA Action: Good Controls are Good Business

FCPA cases typically center on the payment of bribes to obtain or retain business. The bribes paid are usually small in comparison to the profits achieved – the obvious motive for the wrongful conduct. The profits of course...more

Avoiding the “Al Capone” version of an FCPA enforcement action—Are your internal controls in order?

Notorious gangster Al Capone likely was guilty of numerous crimes, including bootlegging, maintaining a house of prostitution, bribery, racketeering and multiple counts of murder. Yet he was never convicted of those crimes. ...more

Nevada Casino Operator Settles FCPA Allegations with SEC

On April 7, the SEC settled FCPA allegations with a Nevada-based operator of numerous hotel, resort, and casino properties in the United States and Asia. In a cease and desist order, the SEC found that the operating company...more

Pharmaceutical Company Settles with SEC Regarding FCPA Offenses in China

On March 23, the SEC announced that it settled FCPA allegations with a Switzerland-based pharmaceutical company, via a cease and desist order finding that the company violated the FCPA’s book and records and internal controls...more

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