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NCJRS Abstract

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NCJ Number: 69835 Find in a Library
Title: Disclosure of Management Fraud
Journal: Business Lawyer  Volume:31  Dated:(March 1976)  Pages:1283-1293
Author(s): A A Sommer
Date Published: 1976
Page Count: 11
Format: Article
Language: English
Country: United States of America
Annotation: In a speech before the American Bankers Association, a Commissioner of the Securities and Exchange Commission (SEC) commented on disclosure standards for corporations.
Abstract: The SEC was forced to consider disclosure issues because of illegal contributions to political campaigns uncovered by the Special Prosecutor and the suicide of the chief executive of Standard Brands. Subsequent investigations revealed serious problems of illegal payments being made that were not disclosed in financial statements. The SEC found that top management officials either knew or were actively involved in illegal payment schemes. If shareholders are not told of this involvement, the integrity of the financial statement is seriously undermined. Improper accounting practices, political contributions, and defalcations by management are disclosable items. Once a decision has been made to reveal a financial matter, the problem of how much to disclose remains. Materiality cannot relate only to the number of dollars involved; if an time is relative to large amounts of business, it should be disclosed. However, it is not necessary to identify persons, countries, or possibly the amounts of individual payments. This can minimize risk to shareholders because of hostile reactions from the country where payments were made, while providing the potential investor with sufficient information. Disclosure standards are affected by Congress, the courts, and the Freedom of Information Act, as well as the SEC. The SEC also has been hindered by inaccurate allegations from the media that information supoenaed for an investigation had been leaked to the public. American companies could be hurt by the Freedom of Information Act regulation which compels the SEC to disclose information on a case after an investigation is completed. Similar problems are caused by congressional requests for SEC files. The SEC has tried to implement a volunteer program for companies to conduct their own investigations of suspected irregularities and then consult with the SEC on disclosure problems Top business executives have condemned illegal payments in foreign countries, but the aircraft industry, arms manufacturers, and natural resource companies appear to be particularly vulnerable to corrupt practices. Exact definitions of what constitutes a bribe or kickback pose additional difficulties. Finally, outside directors can be particularly effective in investigating corporate fraud. No references are included.
Index Term(s): Attribution theory; Fraud; Securities and Exchange Commission; Trade practices
Note: From Proceedings of the ABA (American Bar Association) National Institute, Current Problems of Corporate Directors Discharging Developing Responsibilities, October 31 and November 1, 1975, New York City, (NY)
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