As I noted in a recent post, when the Wall Street Journal has a front-page article asking the question whether Delaware’s claim as the preferred home juris

Sourced through Scoop.it from: www.dandodiary.com

An interesting discussion.

Dave Tate, Esq. (San Francisco/California)

This scenario has been playing out for a long time now – see my posts (below) in May. Thereafter, it really wasn’t worth my time to consider the issues. Messrs. Brady and Goodell are both in difficult positions. But Mr. Goodell had several opportunities to change his stance and to put the rational or reasoning on other people or new evidence or whatever. Mr. Goodell decided not to take advantage of those opportunities. I have believed that was an incorrect approach. The Wells report essentially says “more likely than not, more likely that not . . . .”  In other words, not very persuasive. This is now a worse situation for the NFL and its owners. If I was a player or the Player’s Union I would have lost total trust in the Commissioner and the Commissioner’s Office. Of course the punishment is arbitrary – there isn’t sufficient history of punishments, and punishment is being made up as it goes along. And if I am a player, in the future, I don’t want to use my smart phone, or I want to get rid of it as soon as possible, or as a matter of practice I want to get a new smart phone every two to three months or less. If I am a player or the Player’s Association I definitely do not trust the Commissioner’s Officer or the owners, and when the new collective bargaining agreement is negotiated discipline and the power of the Commissioner’s Office and its authority are very big issues to negotiate. Putting my mediator hat on, the Commissioner needs a third party to help resolve this, perhaps the Judge, to say that the evidence does not support the game suspensions, and that the remedy should be a monetary fine. For the good of the game and for the good of the Commissioner’s Office, and the good of the owners, and the good of the players, and all of their relationships, this needs to be settled ASAP, and move to the upcoming season. It only gets worse from here.

My prior posts:

May 20, http://wp.me/p5c0al-eR

May 14, http://wp.me/p5c0al-ez

May 7, http://wp.me/p5c0al-eo

Dave Tate, Esq. (San Francisco/California)

In a recent post (here), I discussed a recent federal district court ruling in which the court broadly interpreted the professional services exclusion in a

Sourced through Scoop.it from: www.dandodiary.com

Tate: agreed. And perhaps the policy should even more specifically state the purpose and applicability of the exclusion. Dave Tate, Esq. (San Francisco / California)

The U.S. Securities and Exchange Commission has been charging corporate ‘gatekeepers,’ such as auditors and compliance officers, who allegedly fail to identi…

Tate comment: it’s can be pretty easy to find fault when something is thought to have gone wrong, and just because something negative or unexpected occurs doesn’t mean that someone did something wrong. It depends on the facts and circumstances of each situation. Click on the following link for the article: www.corpcounsel.com

Tate’s Excellent Audit Committee Guide updated August 7, 2015 (122 pages) CLICK HERE.

Peter M. Gillon Alexander Hardiman One of the most distinctive corporate and securities litigation phenomena over the last several years has been the rise

Click on the following link for the article: www.dandodiary.com

A good read for directors and officers, and purchasers of D&O insurance.

Tate’s Excellent Audit Committee Guide updated August 7, 2015 (122 pages) CLICK HERE.

Dave Tate, Esq. (San Francisco/California)

One of the Commission’s most effective deterrents against future misconduct is what it says about the enforcement actions it takes. As a result, the Commission must use its position as a regulatory authority to carefully and effectively send clear messages to securities industry participants regarding what is, and what is not, acceptable behavior. For this reason, Commission Orders need to contain sufficiently detailed facts so that there is no doubt as to why the Commission brought an enforcement action, why the respondent deserved to be sanctioned, and why the Commission imposed the sanctions it did.

Tate comment: click on the following link for the speech – I would argue that SEC enforcement orders should be more detailed anyway so that they clearly justify the position that the SEC is taking: www.sec.gov

Tate’s Excellent Audit Committee Guide updated August 7, 2015 (122 pages) CLICK HERE.

Click on the following link for the speech: pcaobus.org

I am forwarding a copy of the August 8, 2015, update speech by Jeanette Franzel, PCAOB board member, re audits of internal control over financial reporting and what the PCAOB is seeing in its ICFR inspections. I have blogged previously about issues that the PCAOB is seeing. This and other matters from the PCAOB are important information for public company audit committee members to keep in mind for audits of their companies. See also Tate’s Excellent Audit Committee Guide updated August 7, 2015 (122 pages) CLICK HERE. Dave Tate, Esq. (San Francisco / California)

Sourced through Scoop.it from: www.protiviti.com

Strengthening the profile of internal audit – from Protiviti.

Enjoy. Dave Tate, Esq. (San Francisco/California)

John Reed Stark David Fontaine It is well understood by now that cyber security is a concern for every organization and that it is an issue on which every

Click on the following link for the discussion: www.dandodiary.com

A good post from the D&O Diary.

Dave Tate, Esq. (San Francisco/California)