Derivatives rule proposal: More work for overburdened fund directors – 12/14/2015

The Securities and Exchange Commission’s proposals to modernize its regulation of fund use of derivatives and leverage again increase the scope and complex

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Dave Tate, Esq. comments. Very complicated stuff for directors and independent directors, to be sure.


AICPA Proposes New Compilation Standards

The American Institute of CPAs Accounting and Review Services Committee has issued three proposed Statements on Standards for Accounting and Review Services, or SSARS, related to prospective and pro forma financial information.

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Dave Tate, Esq. comments. I don’t get this. SSARS 21 is just now being implemented. Now more changes? This doesn’t look good for the auditing profession.

PCAOB Adopts Rules Requiring Disclosure of the Engagement Partner and Other Accounting Firms Participating in an Audit

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Dave Tate, Esq. comments. Time will tell, but I don’t believe this requirement will be a big deal. Other increased disclosures, such as relating to evaluation of internal controls and governance, would be more important.  

6 Steps Corporate Counsel Must Take to Protect Themselves During Government Investigations | Corporate Counsel

Click on the following link for the discussion:

Dave Tate, Esq. comments. A good reminder and discussion. Act diligently and speak up. Merriam-Webster definition of the term “speak up”: to speak loudly and distinctly; to express an opinion freely.

Is the SEC Zeroing In On Directors? | NACD Directorship Magazine

Heightened scrutiny of directors by the SEC will remain an enforcement priority. Protect your business from risk with these suggestions.

Click on the following link for the discussion:

Dave Tate, Esq. comments. Directors and audit committee members, know satisfy your duties and the business judgment rule, have and acquire sufficient knowledge, diligently spot and treat red flags, make use of internal audit and the external auditor, use legal counsel and consultants, interact and communicate with the executive officers, know and understand internal controls (COSO 2013), fraud, auditing, accounting, the FCPA, and compliance topics and issues.


The question is – a little off topic, but do you need a lawyer to run your law firm blog? I do have some experience on this topic.

And the answer is “yes,” if you want the blog to be anything more than just articles written by the firm’s lawyers.

In other words, if you want to use the blog more effectively, and have a more structured and targeted marketing plan,

-such as by linking relevant materials from other sources,
-or possibly by adding comments to those materials,
-or by cross-marketing other firm services and practice areas,

then, yes, you need someone with a strong, broad legal background who understands how to do that with the lawyers and with the legal practice areas and topics involved.

By running the blog I mean active involvement and oversight.

Of course that doesn’t mean that the lawyer is the only person involved in running the blog. Non-lawyer professionals also co-run and help with the blog and with the marketing plan and effort.

It all depends on the size of the firm and the effort that the firm decides to put into the blog.

What about a new 1 to 5 year lawyer, can that person run your blog? The answer is maybe. It really all depends on:

-the lawyer’s knowledge about the firm’s different practice areas that are going to be used in the blog,
-the lawyer’s writing abilities, and good discretion and trustworthiness with the law firm’s outside image and reputation, and
-how important the blog is to the firm, its marketing efforts, and its image and reputation.

That’s all for now. You can find additional information on my blogs at and Thanks for reading. Dave Tate, Esq. (San Francisco)


Steve Sarkisian sues USC over his firing, claiming school didn’t accommodate his disability


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Dave Tate, Esq. comments. Now this is an interesting lawsuit. I don’t recall seeing this type of lawsuit before – by someone in a leadership or executive position like Coach Sarkisian arguing entitlement to a reasonable accommodation under the ADA or FEHA, or both, for possible alcoholism. I’m just talking off the top of my head. He may have an argument; however, I don’t know the terms of his employment contract, the team wasn’t performing well, and it would not necessarily be unusual for an employer such as USC to fire someone for cause, i.e., not based on discrimination, but based on how the program, team and season were progressing and being run. But what if alcoholism was a contributing factor to the program, team and season problems? I need to further consult my ADA/FEHA reasonable accommodation materials. More to follow, I’m sure, as this story generates news.

Advisory report on TDSB identifies numerous structural problems dating back to 1998

The review panel, led by former Toronto mayor Barbara Hall, identified such problems as micromanaging trustees who stay in office too long to streaming that puts a disproportionate number of wealthier kids into academic courses to a culture at board headquarters that separates top administrators into an ‘in-crowd’ and an ‘out-crowd’

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Dave Tate, Esq. comments. You might ask why I have forwarded this article. No, I’m not directly interested in Toronto school board matters. But the article, and the evaluation of the board, point to issues that are relevant to a lot of boards which have significant problems and issues. So, its a good discussion to consider in light of your board. And, isn’t that a huge school system, 600 schools and 232,000 students.

Yahoo board is the latest focus of troubled company

The fate of Yahoo may rest on nine people, many of whom has been conspicuously quiet the past few years.

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Dave Tate, Esq. comments. This is a very interesting discussion. At least some of it is true – Yahoo still needs a better, workable strategy in a very competitive and always changing industry. But it does appear that some improvements have been made. That aside, the possible relationships between the board members and with the CEO may indicate a lack of independence, legally. You do need to be careful with what you say and assume, and not jump to conclusions – let’s just say that there are or might be possible issues that should be looked at, along with director qualification to help formulate strategy. Strategy has been the primary issue for a long time.