Criminal negligence by corporate officers – a good read from Woodruff Sawyer

Passing this along (click the link below) – a good discussion by Woodruff Sawyer about corporate officer liability for criminal negligence (and in a subsequent post I’ll attach an article that I have written which in part discusses this issue). Although corporate officers and board members are not usually prosecuted for criminal wrongdoing, this is an area in which officers and directors can have liability exposure, particularly, for example, in some situations such as environmental contamination, personal consumer or community safety and injury, and with respect to select statutes. Prudent risk and safety management can go a long way to protect officers and directors from liability. Click on the link below to read the Woodruff Sawyer article.

David Tate, Esq. (and CPA, California inactive), litigation, Royse Law Firm, Menlo Park, California office, with offices in northern and southern California).

Here is the Woodruff Sawyer article link:

New COSO Updated ERM Framework – Coming Soon – End of June, Perhaps – Could Be Very Important

Just a heads up, a source has suggested that the new long-anticipated COSO (Committee of Sponsoring Organizations of the Treadway Commission) ERM update might finally be out at the end of June. COSO is spending a very long time (since October 2014) preparing and vetting this “update” of the 2004 Enterprise Risk Management — Integrated Framework. COSO’s sponsoring organizations are the American Accounting Association (AAA), the American Institute of Certified Public Accountants (AICPA), Financial Executives International (FEI), The Institute of Internal Auditors (IIA), and the National Association of Accountants (now the Institute of Management Accountants [IMA]), and the Commission includes representatives from industry, public accounting, investment firms, and SROs (exchanges).

We’ll have to wait and see what we get with this “update,” which will either simply be a relatively unimpressive or vague tweak, or a useful, modernized, sufficiently detailed guide which might become the standard to achieve, or somewhere in between. I’m hopeful for the useful version – ERM needs a big boost – this “update” is important. I find that there really are only three ways to provide this type of boost: sponsorship and push by large or influential organizations and people, mandatory (i.e., by law, regulation or rule) adoption, or, sometimes, push and expectancy by the public.

Here is the link to the COSO website

Best to you, David Tate, Esq., Litigation, D&O, audit committees, etc., Royse Law Firm

Why do so many practitioners misunderstand risk? Forwarding post by Norman Marks

The following is a link to a new post by Norman Marks, , Why do so many practitioners misunderstand risk? See also the link to “A Revolution in Risk Management” which is provided in Norman’s post. This is a good, i.e., worthwhile, post and discussion – the point being, I believe, is to not be too singularly focused in your evaluation of risks and risk management. I also like Norman’s use of the tree to visually demonstrate the discussion.

Best to you, Dave Tate, Esq., San Francisco and California. Link for Tate’s Excellent Audit Committee Guide

Lennox International discloses alleged $425 (no zeroes) Russia bribe – from the FCPA Blog

I just thought this was interesting because of the small dollar amount, it is a short read from the FCPA Blog, about Lennox International self-reporting a $425 bribe. Of course, depending on the status of the audit committee’s investigation, it is possible that they could find more. And, as we know, dollar amount is not the only criteria for determining materiality – qualitative criteria can also be important.

Click on the following link for the discussion, Click Here.

Trade Secrets And How To Protect Them – Royse Law Firm Webinar – Very Important For Every Business

Below is a link to a detailed and very useful webinar from my friends at the Royse Law Firm discussing trade secrets and how to protect them – this is a very important topic for every business and entity. Click on the following link for the discussion:

Forwarding a worthwhile paper discussing objective based risk management

I am forwarding a link to a short article by Tim Leech and Lauren Hanlon discussing, as they say, Paradigm paralysis in ERM & internal audit. I am providing you with this article because of the discussion between risk management that first and primarily identifies risk, and one that first starts with the objectives of the enterprise, and then follows with the risks to those objectives.

You might also be aware that soon, perhaps next month in September, COSO will be making available its eagerly awaited ERM update, which could be an important development.

Below is the link to the Leech/Hanlon paper (I do also note that they lost me a little with the sample summary report on the second page of the paper – I prefer reports that very easily speak for themselves – but I have found that sometimes professionals with Tim’s experience tend to write in a manner that is not always the most easy or simple to understand). This is a worthwhile paper – please read it.  Dave Tate, Esq., San Francisco and California.

Jail for Officers’ Alleged Failure to Ensure Food Product Safety

The new Eighth Circuit decision in U.S. v. DeCoster, discussing the responsible corporate officer doctrine, is an important case for corporate officers, managing agents and board members as the Eighth Circuit upheld jail time for the corporate officers’ alleged failure to ensure the safety of food that was sold to the public (i.e., egg safety, and salmonella).

In addition to typical criminal wrongdoing, for some time corporate and corporate officer criminal punishment, including jail time, has been expanded to include situations of environmental contamination (representing potentially an injury to the environment and also to public health).

The DeCoster case reflects a continuing march toward expanding possible corporate and corporate officer criminal punishment, including jail time, for injury to public physical health (in this case, food safety), even when there is a lack of evidence of the corporate officer’s actual and direct wrongdoing. In summary, in these cases the criminal wrongdoing arises from the corporate officer’s executive or managing agent status or standing and authority, and his or her alleged failure to sufficiently ensure the safety of the product (food) that is sold by the corporation or business to the general public. The following is a link to a good discussion of the case on the D & O Diary, CLICK HERE.  Obviously the implications are important for general public product and service providers, particularly those that offer products or services that could cause or involve a resulting injury to the physical health of the public.

Best, Dave Tate, Esq. (San Francisco)