Regulatory actions and programs

The chief financial officer of advertising giant Interpublic Group, which is the subject of a newly widened probe by the Securities and Exchange Commission, has stepped down. Robert Thompson had been CFO of the company for just a year; his successor, who will not be named until late July, will be Interpublic's fourth CFO in two years. In a statement, Interpublic chairman and chief executive Michael Roth said, "Bob and I have independently come to the conclusion that the next steps in our company's progress will require new financial leadership." The SEC, which had been investigating the company's accounting due to restatements made in 2002, recently expanded its probe to include its accounting for the many acquisitions that it made from 1996 through 2001, as well as for other issues. Interpublic has yet to file statements for 2004, citing material weaknesses in internal controls and the time required to complete its Sarbanes-Oxley Section 404 report. It also suggested that it might have improperly consolidated the results of some of the companies it acquired, and might have to restate prior results.

In a divisive 3-2 vote, the Securities and Exchange Commission amended and re-approved a proposed rule requiring the directors of mutual funds to be independent that had been ruled against by a federal court a little more than a week ago. Ruling in a suit brought by the U.S. Chamber of Commerce, the court said that the commission had not taken into account any alternatives and did not consider the costs of the rule, which would require that at least 75 percent of a fund's directors be independent. To address the court's concerns, the amended rule added details about compliance costs and other matters. "We've done the right thing," SEC Chairman William Donaldson said in a statement, adding that the SEC had laid out in detail what implementation would costs funds, and that it had concluded that simply disclosing whether or not directors were independent would not be adequate. Yesterday's vote was seen by some as a rush to get the rule implemented, since Donaldson is due to step down today, thus changing the balance of opinion at the commission. The Chamber of Commerce promised to sue again.

As one of the first companies to comply with the impending rule requiring the treatment of employee stock options as an expense, IBM might reasonably have expected a pat on the back. Instead, its reward is an investigation by the Securities and Exchange Commission. The company announced on Monday that it was cooperating with an informal SEC investigation into its financial reports for the first quarter ended March 31, in which IBM had expensed stock options, even though at the time the rule was not due to go into effect until June 15. (Implementation has since been delayed by another six months.) IBM said that it had been informed by the SEC that the investigation was not an indication that the company had violated any laws, and an IBM spokesperson said that they had no reason to believe that the financial statements or their treatment of stock options was inaccurate.According to published reports, the focus of the SEC's investigation was the way that IBM disclosed its expensing method, with some suggesting it might have been misleading. The company took a charge of 10 cents a share for options, while analysts had expected 14 cents.

Federal prosecutors have charged a California lawyer with taking illegal payoffs to act as a plaintiff in lawsuits brought by an unnamed New York law firm that has been identified in published reports as securities class-action giant Milberg Weiss. The indictment, handed down last week, alleges that Seymour Lazar acted as lead plaintiff in dozens of corporate class-action suits filed by Milberg Weiss in return for a share of the attorneys' fees, which is illegal -- though paying a bonus to lead plaintiffs is not. It said that Lazar had received at least $2.4 million in "secret and illegal kickbacks" from the firm, and that the firm had filed false and misleading court documents and hid the payments from the courts. In comments reported in the Washington Post, Lazar's lawyer characterized the payments as common fee-splitting practice, and said that the charges were an attempt to get Lazar to say negative things about Milberg Weiss. The law firm, through a spokeswoman, acknowledged that it was the firm in question, and in various reports said that it was cooperating with the government, and that the accusations were "baseless." The indictment is part of a three-year investigation into the practices of Milberg Weiss Bershad Hynes & Lerach, which split last year into two entities based separately in New York and San Diego.

Porter Keadle Moore is reaping benefits from presenting annual seminars on two hot topics: going private in the age of Sarbanes-Oxley, and the benefits from bankers' perspectives of S corporations. "Going Private, Staying Private" was put together in six weeks to address the large number of public company clients and prospects that had been inquiring about deregistering from the Securities and Exchange Commission to avoid the headaches of SOX compliance, according to the Atlanta-based firm's director of marketing, Laura Snyder. The half-day seminar drew 75 attendees, and was co-sponsored by PKM and a law firm. Topics included how to structure and execute such transactions; a valuation, funding and liquidity discussion with investment bankers; real-life anecdotes on community reaction; and tips on staying private. The second seminar, "New Rules Make S Corp a Better Bet for Banks," was the fourth annual forum on the topic of S corps. This year, the seminar drew some 90 attendees from across the country, and focused on the regulatory changes that make S corps a stronger structure for closely held businesses. The two-day event was co-sponsored by PKM, a law firm and a correspondent bank, and featured a panel of bank executives who discussed their conversion to S corporations, and outlined the new S corp basics, including regulatory changes, core financial benefits of S corp election, ways to structure a sale, shareholder issues and shareholder agreement, growing an S corp versus a C corp, employee stock ownership plans, compensation strategies, and raising capital. The goal is to draw between 65 and 150 clients, prospects and referral sources to each event, says Snyder. "Because we charge for these events and share the remaining expenses between the co-hosts, the cost for each seminar typically ranges from $750 to $6,500. In addition, we enhance our value to existing clients, and typically generate new business from one or two prospects that has ranged from $17,000 at one event to $64,000 at another." The invitation list is assembled from the client/prospect databases of the seminar hosts, and contains some 3,000 names. "Because a large portion of the target audience is registered with the SEC, the database information is available to the public," Snyder says. Snyder adds that these seminars "establish PKM as an expert on S corporation taxation and other hot accounting issues; disseminate details regarding tax law and accounting regulation changes to clients and prospects; demonstrate the cooperative working relationship between the seminar hosts; enhance the firm's partnership with seminar hosts, thus increasing referrals; generate new business; and provide an opportunity for CPE credit for bank attendees, firm presenters and firm attendees."

President Bush's Advisory Panel on Federal Tax Reform will likely hold a July meeting to review the information and comments gathered during the ten days of public hearings that the panel has convened since its inception in January. According to Tax Analysts, the reform panel groups have been reviewing materials in preparation for their final recommendations, which is scheduled to be presented to Treasury Secretary John Snow Sept. 30. Prior to that, however, the panel's final recommendations will probably be presented in a September public hearing.

The Multistate Tax Commission, a consortium of 47 state governments that works to hone the administration of tax laws applicable to multistate enterprises, has named Joe Huddleston Esq. as its executive director. Huddleston begins begin Aug. 1, and succeeds interim ED Rene Y. Blocker. Huddleston was most recently vice president of tax solutions for Liquid Engines Inc., a tax software firm focused on state income tax planning models and methodologies for multi-state and multinational companies. Prior to that, he was a state and local tax partner at national CPA firm Grant Thornton, serving middle-market and Fortune 500 companies He also served as commissioner of the Tennessee Department of Revenue from 1987 to 1995. "I look forward to working with state tax organizations as we address the challenges that will define the next several years," said Huddleston in a statement. "The MTC has made enormous strides in recent years, and I very much intend to help write the next chapter of the continuing success story at the commission."

Following a decision by a federal appellate court that overturned a Securities and Exchange Commission ruling that required at least 75 percent of mutual fund directors to be independent of the fund company, the commission said that it would vote on the matter June 29. The SEC adopted the rule roughly a year ago, when the $7 trillion mutual fund industry was embroiled in a series of late-trading scandals. The SEC mandate required that the fund board chairman and three quarters of fund directors have no direct ties to the manager of the respective fund. The court ruled that the regulator had the authority to adopt the rule; however, it maintained that the commission had not considered any alternatives and did not consider the costs of such a rule. Under that mandate, it was estimated that roughly 3,700 funds would have to seek new chairmen. Prior to next week's vote, the SEC would have to perform more extensive studies on the costs of compliance with the rule.

The Professional Oversight Board of Accountancy, the auditing regulator for the United Kingdom, said that it had discovered some procedural deficiencies in a round of audit inspections of 27 British corporations conducted by Big Four firms. Overall, the report stated that it didn't find any "systemic weakness" in the auditing firms' procedures, but noted that in at least two instances, the POBA had concluded that "there was sufficient doubt as to whether" the company being audited "had applied the correct accounting treatment or made appropriate disclosures." "The quality of audits is under threat from a number of risks which are not addressed by all firms in all audits," said POBA Chairman Sir John Bourn. "We found that each of the Big Four firms of auditors have the necessary infrastructure in place, and the commitment, to complete good quality audits. However, where the firms do not follow their own procedures they expose themselves to the risk that future audit opinions may not be appropriate." However, the report did not specifically identify any of the firms in the report -- KPMG, PwC, Ernst & Young and Deloitte. The POBA was established last year. A copy of the report can be obtained at www.frc.org.uk/poba/publications/.

In a 3-0 ruling, a federal appeals court overturned a Securities and Exchange Commission ruling that required at least 75 percent of mutual fund directors to be independent of the fund company. According to published reports, the appellate court ruled that the regulator had the authority to adopt the rule; however, it maintained that the commission had not considered any alternatives and did not consider the costs of such a rule. Under that mandate, it was estimated that roughly 3,700 funds would have to seek new chairmen. The rule was to go into effect next year. With the decision, the matter will again to back to the commission, but it is not expected to be reviewed until a permanent replacement for Chairman William Donaldson is appointed. Donaldson will step down June 30.

J.J. Pickle, former Congressman, tax writer and an ardent reformer of Social Security, died last week here at the age of 91. While serving as chair of the Ways and Means Committee Social Security Subcommittee, Pickle was a key figure in Social Security legislation to keep the system from becoming insolvent and was, according to reports, responsible for the provision that gradually raised the age of eligibility for benefits from 65 to 67. Pickle also served as chair of the Ways and Means Oversight Subcommittee, where he promoted research incentives and investigated a host of tax issues. He retired from Congress 10 years ago, after serving more than three decades.

Impacted by the exorbitant costs of Sarbanes-Oxley 404 compliance, the average audit fees for companies with less than $1 billion in revenue skyrocketed 96 percent, to roughly $1 million from 2003 to 2004, according to a study by the law firm of Foley & Lardner LLP, based here.

While lawmakers on Capitol Hill were embroiled in a heated filibuster debate, not far away, members of the ruling Council of the American Institute of CPAs passed a much less contentious vote, agreeing to support the development of standards for private and nonprofit entities.

The Governmental Accounting Standards Board has issued a preliminary views document on accounting for pollution remediation obligations, and though the board hopes to hammer it into a proposed accounting standard by the end of the year, some are predicting a heated debate over an estimated cash flow technique for recording costs.

Since its first meeting in February, the president's Advisory Panel on Federal Tax Reform has heard testimony and statements from more than 80 witnesses, and examined everything from the philosophical underpinnings and history of our current tax system, to the economic impact of potential tax systems.

Section 404 of the Sarbanes-Oxley Act, which deals with auditing internal controls, has brought widespread agreement with the act's intentions and equally widespread complaints of increased costs and a disturbing lack of specificity on some aspects of the rules.

While corporate scandals in the U.S. have received a great deal of attention, Europe has its own versions of Enron and WorldCom. Parmalat, the Italian agribusiness giant, and Ahold, the Dutch retailer, are two recent examples. The scandals and the resulting loss of investor confidence have increased global efforts to create a regulatory framework that improves transparency in financial reporting for both publicly traded companies and government agencies.

The Securities and Exchange Commission has released a report recommending that the Financial Accounting Standards Board reform accounting standards for such front-burner issues as pension and lease accounting.

The regulator that oversees mortgage concerns Fannie Mae and Freddie Mac said this week that the condition of both enterprises "warrants significant supervisory concern."

The leadership change at Big Four firm KPMG became official Wednesday, as the firm's 1,600 U.S. partners ratified the election of Timothy P. Flynn, 48, as chairman and chief executive, and John B. Veihmeyer, 49, as deputy chairman and chief operating officer.