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The AAO Weblog covers accounting issues and current events as they relate the practice of investment analysis.

 
 
Aug 28

Written by: Jack Ciesielski
8/28/2006 6:16 AM 

There's an interesting article by Eric Dash about the Mercury Interactive board in the Sunday New York Times. Dash referred to a recent speech at Harvard by SEC Commissioner Roel Campos in which he declared, “If the facts permit, and I want to emphasize that all our enforcement cases are very fact-specific, it wouldn't surprise me to see charges brought against outside directors.” Campos' remarks have relevance the Mercury Interactive case because three of its directors have been notified that they may be sued by the SEC.

I'd missed the Campos speech when it was first posted to the SEC website around the middle of August. The title of his speech was "How to be an Effective Board Member" and he had two pointed suggestions for board members with regard to backdating: "(1) don't use "as of" dates unless you have carefully thought about the consequences and have explicit approval from legal counsel that it is acceptable to use an "as of" date; and (2) don't assign critical board functions to "committees of one." Not bad advice - but probably a little late for the directors who might be finding themselves in the SEC's crosshairs soon:

I bring all of these cases to your attention to demonstrate that the Commission is very cognizant of the unique role of directors. We look very carefully at what you do, bringing cases only in egregious situations where there has been a clear violation of a director's fiduciary duty to shareholders. But we do bring them. This alone should motivate you to do your job well, not just to do it. An effective director should not find himself the subject of an SEC inquiry.


While it's not a declaration of open season on directors, Campos' remarks intimate that there's been a lot of thought given to director culpability in these cases. If the dam ever bursts - that is, if the SEC ever finishes investigating and starts prosecuting many cases - maybe we shouldn't be surprised to see a director angle on developments as well as plenty of culpability at the finance and accounting department level.

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Pension & Other Benefit Plans: A Look Ahead


    Investors in firms with defined benefit pension plans always face the risk of suddenly being pushed farther back in line when it comes to being served their returns. Variability in plan assets and variability in benefit plan obligations are the reason: poor asset returns coupled with sinking interest rates always spell tough times for defined benefit plan funding. In that regard, this year’s asset returns combined with the Fed’s “Operation Twist” add up to “Operation Agony” for defined benefit pension plans. If trends continue along their current path, firms that may have anticipated moving to more realistic pension accounting - like Honeywell, AT&T and Verizon already have done - might forego that decision. It could be just too painful. 

    Pensions aren’t the only kind of benefit plan affected by Operation Twist. Other postemployment benefit (OPEB) plans share much the same accounting model as pensions, including the calculation of a projected benefit obligation that similarly incorporates a discount rate - one that will also be affected by Operation Twist. The net OPEB obligations were slightly less than pension obligations at the end of 2010, but also promise to grow in 2011. Investors perceive them as less threatening than pension obligations because they don’t require funding. Strangely, there are a number of firms that are recognizing income from these benefit plans - without ever creating a dime of cash for investors.

A recent edition of The Analyst’s Accounting Observer dissects these issues, and is available only to paid subscribers. A condensed version is available for free upon request. To receive it, send an e-mail to Brenda Rappold at brappold@accountingobserver.com, with “PENSIONS” in the subject line.

For information about subscribing to The Analyst’s Accounting Observer, click here.