...bepress Legal Series Year Paper Enron and the Special Purpose Entity. Use or Abuse? The Real Problem - The Real Focus Neal F. Newman Texas Wesleyan Law School This working paper is hosted by The Berkeley Electronic Press (bepress) and may not be commercially reproduced without the permission of the copyright holder. http://law.bepress.com/expresso/eps/1165 Copyright c 2006 by the author. Enron and the Special Purpose Entity. Use or Abuse? The Real Problem - The Real Focus Abstract In December of 2001, Enron Corporation filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; one of the largest corporate bankruptcy filings at that time. When the investigations commenced and the tangled Enron web was unraveled, it was discovered that Enron had perpetrated a very sophisticated form of accounting fraud through its repeated use of what are referred to as Special Purpose Entities (“SPEs”). In their most basic forms, SPEs are business entities formed for the purpose of conducting a well specified activity such as construction of a gas pipeline, or collection of a specific group of accounts receivable. However, because of their complex nature, SPEs can be used to manipulate a corporation’s financial results, which was the primary use for which Enron employed the SPE structure. As a result, the investment and financial community has cast a dark cloud over the special purpose entity, depicting the SPE as an inherently evil structure whose only purpose is to...
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...1. What effect did the TDC and Crescendo arrangements have on ALZA's R&D reported on the income statement? What were the balance sheet effects? Table 1 provided in the case and reproduced below shows the Product Development Revenue recorded on the books of ALZA and the R&D Expense recorded on the books of TDC during the years 1993 through 1997. As shown, the total revenue recorded by ALZA was $275.1 million while the total expense recorded by TDC was $254 million. When preparing its consolidated financial statements, ALZA did not include the assets, liabilities, equity, revenue, or expense accounts of TDC; therefore, the financial results reported in TDC's financial statements were not reflected in ALZA's consolidated financial statements. Table 2 provided in the case and reproduced below shows the product development revenue recorded on the books of ALZA and the R&D expense recorded on the books of Crescendo. At first glance, the numbers seem to be confusing since Crescendo's expense exceeds ALZA's revenue in all but the final year. Apparently there were some timing issues regarding ALZA's recording of product development revenue and Crescendo's recording of R&D expense. Over the term of the agreement, ALZA recorded total product development revenue of $283.5 million, and Crescendo's recorded total R&D expense of $278.2 million. As with TDC, ALZA did not incorporate the assets, liabilities, equity, revenue, or expense accounts of Crescendo in its consolidated...
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...to achieve greater transparency, clarity, consistency and comparability of the financial reports. This is important for achieving more efficient global financial markets while benefiting users of financial reports such as the investors, creditors, multi-national companies and auditors. In additions, it is evident that the financial standard setters are reconsidering the merits of group accounting and its criteria for control to a large extent. In particular, it is indicated that the application of reviewed group accounting standards such as the FIN46 could also be subjective and easily manipulated. This contrasts with the criteria of Australia’s basis for group consolidation, namely, “effective control” which is determined by control over the entity's board and the proportion of potential and current voting rights. The observations call for the principle-based accounting system instead of the insufficient and easily manipulated rules-based system. In sum, the abovementioned suggests that the financial reporting standard-setting process is largely uncertain and that the accounting standards may often be incomplete. More importantly, comparisons are made between the IFRS and Australia’s modified versions of IFRS and the results highlighted that Australia’s modified standards may sometimes be of superior quality and are more contextually relevant for Australian financial report users than the IFRS. Hence, from the above considerations, it is recommended...
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...standards of reporting. To ensure an efficient audit this memo will discuss the treatment of share-based payments as well as the accounting for consolidations relating to SPE’s. This will help in an effort to provide the best services possible to our clients. Client’s Consistency with GAAP Our company shall note that we shall conduct audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards demand that we make sure our audited material is free of misstatement. Throughout the audit we must plan and perform to acquire a reasonable outcome of the financial statements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The audit also includes evaluating the accounting principles used and important estimates made by management as well as appraising the financial statement presentation. The basis for our opinion relies on a reasonably based audit. Accounting Consolidation Theory A technique used in financial accounting is termed consolidation which combines a group of companies' financial statements into one. This is beneficial because if offers a view of the whole company’s financial state. This gives the auditors a chance to see how combinations of the companies are performing. Accounting Consolidation is used when a corporation owns 50% or more of another company. The technique of consolidating accounting records is handled by combining...
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...Company Darren Bruneck, Andrew Green, Shalatikka Smith ACC/541 October 20, 2014 Christine Errico MEMORANDUM TO: Christine Errico, Manager FROM: Darren Bruneck, Andrew Green, Shalatikka Smith DATE: October 20, 2014 SUBJECT: Auditing a Publicly Traded Company The goal of any publicly traded company is to make a profit. Many factors come contribute to the equation to achieve this goal. The most important factor is compliance with the Accounting governing bodies, such as GAAP (Generally Accepted Accounting Principles). As an accounting firm it is essential to review your financial statements for consistency regarding the accounting treatment of share-based payment and accounting consolidation theory as it relates to special purpose entities and consolidations. Non Compensatory stock options are options that are not meant to compensate employees, but rather to raise capital or increase employee ownership in the company. If the option is non-compensatory then the company would treat them like any other stock sale. These types of options do not generate an expense for the company, so in this respect there is no affect to net income. Non-compensatory options must meet certain qualifications such as time in service, being a full time employee, and the same option must be available to all eligible employees. These types of options also have to be exercised in a specific period. Compensatory stock options are considered part of the employee’s compensation...
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...Revenue GAAP offers specific guidance regarding how companies report revenue. In many cases, the guidance depends on the type of business. For example, a software company may follow different guidelines for reporting revenue than a construction company would. IFRS offers somewhat less guidance than GAAP. Companies have a little more flexibility in reporting revenue. For example, businesses following GAAP amortize, or allocate, revenue gradually over a period of time instead of all at once when it is earned like they would with IFRS. Under both GAAP and IFRS, you do not recognize revenue until it is earned. GAAP guidance has separate rules for specific industries, according to an Ernst & Young summary of the differences between the two standards. A single standard -- International Accounting Standard 18 -- exists under IFRS, which contains general principles and examples. Under U.S. GA, publicly traded companies recognize revenue when product or service delivery occurs, which means that ownership risks and benefits transfer from seller to buyer. Revenue should consist of a fixed and determinable fee, and there should be reasonable assurance that the seller will collect the sale proceeds from the buyer. Specific rules also exist for service revenues, especially those associated with software and long-term construction and production contracts. Under IFRS, revenue recognition occurs when ownership transfers from seller to buyer and when the revenue can be measured reliably...
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...International Financial Reporting Standards (IFRS) MBA 691: Managerial Accounting Professor: Prepared by: April 19, 2009 Bibliography: • Ernst & Young, “U.S. GAAP vs. IFRS: The basics”, January 2009. • Securities & Exchange Commission, “Roadmap for the Potential Use of Financial Statements Prepared in Accordance with International Financial Reporting Standards by U.S. Issuers”, www.sec.gov/spotlight/ifrsroadmap.htm (Release No. 33-8982; November 14, 2008). • The Association of Chartered Certified Accountants (ACCA), “Impact of IFRS in Europe”, www.accaglobal.com/publicinterest/activities/research/reports/global_integration/, October 7, 2008. • Internal Auditor, magazine, “Getting Up To Speed with IFRS’, October 2008. • International Accounting Standards Board, “IASB Responds to G20 Recommendation and US GAAP Guidance’, www.iasb.org/News/Press+Releases/IASB+Responds+to+G20+Recommendations+and+US+GAAP+Guidance.htm, April 7, 2009. • EU Finance Ministers Statement, www.eu2009.cz/en/news-and-documents/news/statement-by-the-informal-ecofin-15621/ , April 4, 2009. • National Association of Corporate Directors (NACD) – Directors Monthly article, “IFRS – What The Board Needs to Know”, http://www.deloitte.com/dtt/cda/doc/content/us_assur_IFRS_DM%20Sep08_20080911pdf.pdf, September 2008. • Deloitte, www.deloitte.com/us/debates/IFRS. • Deloitte, “IFRS Conversion: Front or back...
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... 2. Unfortunately, the current legal framework is anything but well-crafted and has been roundly criticised as opaque, complex and anachronistic. Over 60 years, a patchwork of legislation has grown and evolved. There are well over a dozen existing Acts of Parliament and there is much overlap and duplication between the various statutes. In addition to the primary legislation, there is a vast array of regulations, directions, circulars and guidance. The net result is complexity and confusion for those who have to navigate through the law – including social workers, care users and carers. 3. The Law Commission acknowledged this problem and conducted a three-year review into social care legislation. In May 2011, it published its report with 76 recommendations for reform to Government. 3 As part of its review, the Law Commission completed an Impact Assessment and this document draws heavily on their analysis. 4 The Government has published its formal response to the Law Commission alongside the Care and Support White Paper. 4. The law provides the underpinning framework for care and support and is critical to the way care is delivered on a day-to-day basis to people who need it. It therefore needs to align with and support the Government’s policy objectives for adult care and support. For too long, the law has failed to keep pace with the shared ambitions of Government, the care sector...
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...hedging policies are put in place? Profitability Which indicators have been brought forward in the annual report of the company? Which specific targets are aimed at? How does the group state and assess the evolution of profitability in the annual report? Is there more recent public information about this issue? Where? Is this information in line with the one mentioned in the annual report? Is it indicating a similar evolution? What are the main propositions of the company to improve its profitability? Financing What is the global financing strategy of the group? What is the evolution of the financing cost (several indicators)? What is the shareholders’ remuneration program? What are your sources (of information) regarding this issue? Investments What are the main investment / disinvestment policies? How are these investments financed? What is the outlook of the company regarding this issue? Consolidation process What are the most important consolidated subsidiaries? (Eventually mention the approximate number of subsidiaries)? Are there associated companies? What is the evolution of the income attributable to shareholders (or result part of the group)? What are the comments of the company regarding this issue? What kind of indicators does the company report about shareholder value? Are those indicators compared with other information? International standards ...
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...be found in one place. A person does not have to search several sites and accounting board standards to find accounting information. “This site is designed to allow users to offer feedback, perform research, and view site contents” (About the FASB codification system, 2012, p. 1). The objective of creating the FASB codification system is to take a large amount of accounting standards data following GAAP and reduce the standards into a simpler form for means of research. The purpose is to develop a system that allows a user to find GAAP standards quickly with less research. This conveys the standards into an explanation that users can follow and allow comparability of interpretation instead of different interpretations of the same standards. Accounting professionals therefore, are uniformed in accounting reports and use work effectively on helping clients instead of spending time researching. There are nine content areas...
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...Executive Summary Strategic financial management is one of the most critical and important activities for the professional business manager. It is a fact that the consequences of all important management decisions, financial and otherwise, are immediately and/or eventually will be reflected in the financial performance of the business enterprise. Financial management is concerned with the efficient acquisition and deployment of both short and long-term financial resources, to ensure the objectives of the enterprise are achieved. Decisions must be taken in three key areas: * Investment - both long-term investment in non-current assets and short-term investment in working capital; * Finance - from what sources should funds be raised? * Dividends - how should cash funds be allocated to shareholders and how will the value of the business are affected by this? Efficient financial management requires the existence of some objective or goal, because judgment as to whether or not a financial decision is efficient must be made in light of some standard. Although various objectives are possible, we assume in this book that the goal of the firm is to maximize the wealth of the firm’s present owners. Shares of common stock give evidence of ownership in a corporation. Shareholder wealth is represented by the market price per share of the firm’s common stock, which, in turn, is a reflection of the firm’s investment, financing, and asset management decisions. The idea is...
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...Companies Act 1963 -2009 with the Companies consolidation Bill 2011. Highlight the major differences and identify new initiatives in the Bill. The 1963 Act, by law the Principal Act, remains nominally the main Companies Act in Ireland today, but does not anymore provide a comprehensive statement of the law. Since 1977 it has continually been amended. The 1990 Act contains 262 sections of law and the 2001 Act contains 114 sections, although the Principal Act contains only 399 sections. The need for a consolidating Act is greater than ever as nine amending Acts of the Oireachtas and numerous statutory instruments have substantially changed the Principal Act. According to the Company Law Review Group’s (CLRG) report consolidation of the Companies Acts will be the third major consolidation in recent years of bodies of law impacting substantially on commercial activity. The advantages of consolidating significant bodies of legislation are set out clearly in the introduction to the Government proposals for the Taxes Consolidation Bill 1997. Some of these advantages are that all direct (tax) legislation will be available in a single up-to-date Act, in a coherent, orderly and more simplified format. As part of the process, a significant amount of unnecessary and obsolete material will be eliminated and there will be considerable simplification in content. All future amendments will be capable of being slotted into the Consolidation Act by amendment and our legislation will become...
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...Statement No. 168; The FASB Accounting Standards Codification® and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 This standard was issued in June 2009, and would be effective for financial statements recorded for fiscal periods ending after 15th Sept. 2009. The aim of the statement is the replacement of FASB Statement No. 162 as the authoritative source of U.S generally accepted accounting principles for nongovernmental entities. Securities and Exchange Commission rules and statement releases, however, remained the authoritative accounting standard for all SEC registrants. Accordingly, the statement superseded all pre-existing accounting non-SEC financial accounting and reporting practices. In essence, the Accounting Standards Codification became the GAAP. Some common sources of unauthorized accounting literature include FASB Concept Statements, IFRS of IASB, AICPA Issue Papers, Accounting textbooks, etc. The acceptance of nonauthoritative accounting literature would be determined on a case-to-case basis, depending on the appropriateness of the scenario and the credibility of the author of the accounting literature used. This standard also provides that the FASB board shall issue Accounting Standards Updates and abolish the issuance of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts when need arises to address emerging accounting issues. However, these updates shall not be regarded independently...
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...BANKING REFORMS IN NIGERIA AND ITS IMPLICATION FOR ECONOMIC DEVELOPMENT A CASE STUDY OF ZENITH BANK PLC CHAPTER ONE INTRODUCTION 1.1 Background of the Study For more than two decades after independence, the Nigerian financial system was repressed, as evidenced by ceilings on interest rates and credit expansion, selective credit policies, high reserve requirements, and restriction on entry into the banking industry. This situation inhibited the functioning of the financial system and especially constrained its ability to mobilize savings and facilitate productive investment. In Nigeria, we have eighty-nine banks many of which have a capital base of less than US$ 10 million. This section will set out some of the factors that necessitated the need for major banking sector reforms. Through financial intermediation, banks are supposed to facilitate capital formation and promote economic growth by operating in a safe and sound manner. In the past, some financial institutions showed glaring inability to maintain an efficient flow of funds within the economic system. The sharp practices of some Banks together with the unsoundness of others led to a wide spread of financial sector distress and losses to depositors. It has been seen as a paradox that despite the size of the economy, the country’s reserves are still deposited in foreign Banks due to the low capacity of the local Banks. The sector has been highly concentrated structurally as the ten largest Banks account for...
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...Service Agreement is entered into on the date shown below between US Loan Support (USLS) and Customer: USLS provides processing and support services to assist consumers who are applying for Federal Student Loan Consolidation Services through the Department of Education (DOE). USLS is a private company, not affiliated with any government agency, and for a fee USLS will assist in assembly and submission of student loan consolidation documents. USLS is not a lender, a law office or a debt consolidation company. Customer requests USLS to perform, in good faith, the following services, (“the Services”): 1. Perform a financial review of the Customer’s current situation, 2. Analyze and determine the applicability of potential Student Loan Consolidation options that may be available to Customer from the DOE, 3. Present and discuss the various options with Customer, 4. After an option has been determined, prepare, submit and process a Federal Student Loan Consolidation Application with the DOE, on the Customer’s behalf. 5. After completion of consolidation, USLS will to contact Customer monthly. In the event of a change of Customer circumstances or change in government programs USLS will assist client in reapplying if it benefits Customer. 6. Approximately one year from the consolidation USLS will work with Customer to reapply in an effort to make Customer’s payment as low as possible. IN CONSIDERATION of the promises and covenants of the parties to this Agreement, Customer and USLS hereby...
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