California Mental Health Services Oversight & Accountability Commission, draft Workplace Mental Health Report – a bit like the “S” and some of the “G” in ESG

I have provided immediately below a link to and pdf copy of the recent California Mental Health Services Oversight & Accountability Commission draft Workplace Mental Health Report. Historically I have not spent much time discussing mental health and personality topics unless there was something to discuss that was law or mostly law related. However, you can see from recent posts on both of my blogs that for some of my discussions I have started discussing mental health and personality issues as it is not uncommon for those issues to at least indirectly relate to other issues that I do regularly discuss including law, litigation, conduct and possible liability, governance, risk management, and mediation/mediator services (and also discourse, debate, and dispute resolution). The following is a link to and pdf of the recent MHSOAC draft report: https://mhsoac.ca.gov/wp-content/uploads/WORKING-WELL_2022-12-20-18_22.pdf

The following is the short Executive Summary from the report:

The following is a very short history of the Commission from the report:

And the following is part of the longer summary of the project from the report:

Ultimately the report lists five standards which the report summarizes as follows (note, that the report does contain longer discussions about each standard):

Mental health, personalities, relationships, interactions and discourse, including how people discuss, debate, disagree and argue, are some of the key issues in litigation, dispute resolution, mediation and settlement, and are also key issues and problems in the community at large. I encourage leaders and elected representatives to lead the way by using traditional debate and risk management approaches. These are huge topics – this blog post is merely a recognition. It is obvious that this Commission has spent a lot of time and effort on its draft report. As these topics are so numerous and important, I recommend that the Commission us its current work and first focus on 1, 2, or 3 primary issues and goals; define how the Commission would define “success” at this point-in-time; and identify the specific actions and tasks that will achieve that success. In other words, a specific, targeted risk management approach. Below I have added the most recent versions of my risk management process summary slide, governance definition slide, and pre-mediation questions to consider pdf.

For example, other than raising mental health issues, etc., a primary goal is to get a business to do something or to take a specific action or actions in response. Thus, what will achieve that goal, and what specific actions do you want a business to take? Also consider why a business would not want to do so – what impediments or hesitancy would a business have? The objective is to identify the specific issue, why it is an important issue, the goal, and what actions and tasks will lead to goal “success.”

On the other hand, if the objective or goal is to set standards that a business must implement or follow (all businesses of all sizes?), then perhaps the correct process is legislative. The draft report references “voluntary standards” and “standards.” “Standards” tend to raise issues of law, duty, and breach, etc. “Guidance,” “Best Practices” and similar words also can raise issues of law, duty, and breach, etc. Instead, for example, perhaps the report could contain its specific risk management approach discussion on an issue and goal, followed by a heading such as “References” or similar, followed by possible action ideas that a business might or might not decide to take.

I recommend on these and similar topics and issues that the California government first implement the ideas in governmental entity and governmental workplace settings, to see how they work and to evaluate changes and improvements that are needed.

Thank you for reading. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved.

* * * * * * *

Best to you,

David Tate, Esq. (and inactive CPA)

  • Business litigation and disputes – business, breach of contract/commercial, co-owners, shareholders, investors, founders, workplace and employment, environmental, D&O, governance, boards and committees.
  • Trust, estate and probate court litigation and disputes – trust, estate, probate, elder and dependent abuse, conservatorship, POA, real property, mental health and care, mental capacity, undue influence, conflicts of interest, and contentious administrations.
  • Governance, boards, audit and governance committees, investigations, auditing, ESG, etc.
  • Mediator and facilitating dispute resolution:
    • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
    • Business, breach of contract/commercial, owner, shareholder, investor, etc.
    • D&O, board, audit and governance committee, accountant and CPA related.
    • Other: workplace and employment, environmental, trade secret.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that doesn’t mean that I don’t or might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

Hiking picture with the blue pacific in the background 01/21/2023

Thank you for reading. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved.

* * * * * * *

Best to you,

David Tate, Esq. (and inactive CPA)

  • Business litigation and disputes – business, breach of contract/commercial, co-owners, shareholders, investors, founders, workplace and employment, environmental, D&O, governance, boards and committees.
  • Trust, estate and probate court litigation and disputes – trust, estate, probate, elder and dependent abuse, conservatorship, POA, real property, mental health and care, mental capacity, undue influence, conflicts of interest, and contentious administrations.
  • Governance, boards, audit and governance committees, investigations, auditing, ESG, etc.
  • Mediator and facilitating dispute resolution:
    • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
    • Business, breach of contract/commercial, owner, shareholder, investor, etc.
    • D&O, board, audit and governance committee, accountant and CPA related.
    • Other: workplace and employment, environmental, trade secret.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that doesn’t mean that I don’t or might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

David Tate, Esq. (inactive CPA) practice meet and greet slide

I have provided below a meet and greet slide for my practice. Pre-COVID I had a practice of doing regular meet and greets, and just reaching out, making connections and looking for mutual opportunities for growth. With the beginning of COVID I continued doing so, but less often, and also less often in part because of the tragic death of my sister Deb and how she/her remains and property have been controlled post-death by the man (Trotta) who Deb had finally decided to divorce. You can see a couple of prior posts relating to Deb’s tragedy and how I have now started integrating and using what I have learned and experienced to help other people (Deb’s case and getting her ashes and property are still ongoing) – and I will be posting more information.

The purpose of this post is to say I have also started returning to my previously more active meet and greets and connecting – and I will be expanding those efforts. More to follow.

Below is a meet and greet slide for my primary practice areas. And I am working to make my posts and materials more useful and personal for people who need help and for people and professionals who have experience and work or practice areas that are different than mine.

Thank you for reading. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved.

* * * * * * *

Best to you,

David Tate, Esq. (and inactive CPA)

  • Business litigation and disputes – business, breach of contract/commercial, co-owners, shareholders, investors, founders, workplace and employment, environmental, D&O, governance, boards and committees.
  • Trust, estate and probate court litigation and disputes – trust, estate, probate, elder and dependent abuse, conservatorship, POA, real property, mental health and care, mental capacity, undue influence, conflicts of interest, and contentious administrations.
  • Governance, boards, audit and governance committees, investigations, auditing, ESG, etc.
  • Mediator and facilitating dispute resolution:
    • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
    • Business, breach of contract/commercial, owner, shareholder, investor, etc.
    • D&O, board, audit and governance committee, accountant and CPA related.
    • Other: workplace and employment, environmental, trade secret.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that doesn’t mean that I don’t or might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

Scenario – for discussion only, investigation discussion from a Form 8-K

For discussion purposes only, I have attached a redacted snapshot taken from part of a recent Form 8-K that was filed with the SEC. I have no personal information about or involvement in the situation. This post is only for discussion purposes. Unfortunately news or developments today tend to be assumed or characterized to be in the negative, and often so assumed immediately and long before the facts are investigated, evaluated and made available. It takes a while to do a full investigation and to then evaluate what is known, what is not yet known, and what might not ever be known, within the context of the law and the certainty and uncertainty that exists, etc. People are innocent and presumed to be innocent and not at fault unless and until proven otherwise by admissible evidence.

Whoever is doing an investigation must be sufficiently qualified and sufficiently independent of the situation, including consideration of possible relevant personal, family, social or other outside relationships. The qualifications and independence become more elevated if the alleged situation and subject matter at issue possibly evidence greater exposure or reach into higher levels of management and authority.

Item 8.01 states “the Board of Directors has established a committee to provide oversight of the Company’s investigation” but no additional information is provided in that regard. Obviously as this situation is alleged to involve board and CxO members, the members of the committee that has been established must be carefully vetted. And consideration must also be given to optics, and to possible other high ranking or high status or visibility people from whom information might be sought and obtained during the investigation, possibly including, depending on the situation, other high-level management and board members, general counsel, internal and outside audit, and people who are members of a compliance function that is relevant to the situation. Obviously the Company’s compliance, internal controls and risk management processes relative to the issues involved also should be reviewed and evaluated and improved if necessary. Although not a legal issue, in circumstances where it becomes appropriate, possible impact on relationships and trust going forward also should be considered and worked on if necessary.

Outside, separate attorney representation also will be engaged and retained by multiple people and entities involved. Of course, possible sources of payment, reimbursement, or indemnification for the expense of legal counsel also must be evaluated and pursued.

You may know from some of my other materials that I am also interested in audit committees and governance committees, audit and auditing, internal controls and processes, auditing function and auditor communications with management, those involved in governance, and audit committees, CAMs, NOCLAR pronouncements that are becoming effective, and similar topics and matters.

That is all that I have in this post – as I said, I do not have personal information about or involvement in this situation, and, frankly, I could not talk about it if I did.

The following is the name redacted Item 8.01 from the form 8-K:

Thank you for reading. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved.

* * * * * * *

Best to you,

David Tate, Esq. (and inactive CPA)

  • Business litigation and disputes – business, breach of contract/commercial, co-owners, shareholders, investors, founders, workplace and employment, environmental, D&O, governance, boards and committees.
  • Trust, estate and probate court litigation and disputes – trust, estate, probate, elder and dependent abuse, conservatorship, POA, real property, mental health and care, mental capacity, undue influence, conflicts of interest, and contentious administrations.
  • Governance, boards, audit and governance committees, investigations, auditing, ESG, etc.
  • Mediator and facilitating dispute resolution:
    • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
    • Business, breach of contract/commercial, owner, shareholder, investor, etc.
    • D&O, board, audit and governance committee, accountant and CPA related.
    • Other: workplace and employment, environmental, trade secret.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that doesn’t mean that I don’t or might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

Senator Warren’s letter to Tesla’s board and her requests for information and possible documents raise many legal issues

I have attached a copy of Senator Warren’s December 18, 2022, letter to Tesla’s board requesting information and possible documents pertaining to Elon Musk and whether or not the board has satisfied its duties as the letter characterizes those duties. The letter also requests a response by January 3, 2023, which in my view is an unreasonable, short time to respond, including over the holidays. A lot of time was spent preparing the letter, which is 8 pages and includes 35 footnotes to authorities and support. The specific requests for information and possible documents number 1-12, but many of which are compound, and run from pages 6 through 8.

Senator Warren’s questions pertain not only to Mr. Musk, but also to the board’s governance and oversight of Mr. Musk. Obviously the response will involve not only the board but also outside legal counsel, in-house corporate general counsel, possible board committees, and others. It has been my understanding that generally Senator Warren does not like Mr. Musk or his political views on at least some issues and subjects. I do appreciate that Senator Warren added her letter to her Senate website as this type of letter and inquiry raises many legal issues relating to the legal authority and standing of the sender, the type of private, privileged and possibly trade secret information and possible documents that are requested, and how the board should best respond. I expect that this letter and type of inquiry/investigation and appropriate responses will become the subject matter of many legal articles.

Here is Senator Warren’s letter:

Thank you for reading. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved.

* * * * * * *

Best to you,

David Tate, Esq. (and inactive CPA)

  • Business litigation and disputes – business, breach of contract/commercial, co-owners, shareholders, investors, founders, workplace and employment, environmental, D&O, governance, boards and committees.
  • Trust, estate and probate court litigation and disputes – trust, estate, probate, elder and dependent abuse, conservatorship, POA, real property, mental health and care, mental capacity, undue influence, conflicts of interest, and contentious administrations.
  • Governance, boards, audit and governance committees, investigations, auditing, ESG, etc.
  • Mediator and facilitating dispute resolution:
    • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
    • Business, breach of contract/commercial, owner, shareholder, investor, etc.
    • D&O, board, audit and governance committee, accountant and CPA related.
    • Other: workplace and employment, environmental, trade secret.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that doesn’t mean that I don’t or might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

Fallout from FTX (and continuing)

Many financially sophisticated people and investors lost money (some a lot of money), or have otherwise been caught up in the FTX collapse and bankruptcy. Below are some of my comments at this time.

Just because something unexpected or negative or bad happens doesn’t by itself mean that someone is legally at fault or liable for wrongdoing or loss, or that there was related reliance and causation. We need more information to evaluate these issues.

Lawsuits have been filed (and more to follow?) – if liability is found, will there be FTX or personal money to pay? As FTX filed for bankruptcy, FTX liability might well be determined in that proceeding.

Is there a possibility of criminal claims? Too early to know.

There is a need for an in-depth investigation (obviously) by qualified investigators, which appears to be in progress.

Post-collapse and bankruptcy actions, representations and statements also will be evaluated, including the interviews provided (apparently without an attorney present, and perhaps without sufficient pre-interview preparation and agreed-upon questions, assurances, post-interview review and oversight or authorization, and procedures).

The people who are or who might be caught up in this are many (but being caught up does not by itself mean legally at fault or liable for wrongdoing or loss – and there are also other limitations as FTX is a private, not public, entity, in a generally unregulated business/industry (crypto)):

  • CEO (obviously);
  • CFO (obviously);
  • Board/directors, and and possible committees (i.e., audit, governance) (obviously);
  • Possible additional internal people who directly or indirectly acted or made representations;
  • Possible people who directly or indirectly took or obtained related money or assets;
  • Possible other entities and people who were or who became directly or indirectly involved;
  • Auditors (internal and outside independent, but I do not believe that there were internal auditors) – this will be a very complicated evaluation, for example, based on what services were retained and were performed, what standards and procedures applied and/or were or perhaps should have been performed, what “opinions” or other reports were provided, what was known, what was unknown, what perhaps should have been known, who was entitled to rely, causation, etc.;    
  • General counsel – historically, generally not, but possible general counsel exposure appears to be expanding in certain circumstances;
  • Celebrity endorsers – see my prior post;
  • Insurers;
  • Regulators;
  • Investor/investment entities and/or advisors or representatives;
  • Banks and lenders, possible guarantors;
  • Investors;
  • Possible third party entities with which FTX contracted;
  • Professional licensing entities; and
  • More: possibly/probably more.

Thank you for reading. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved.

* * * * * * *

Best to you,

David Tate, Esq. (and inactive CPA)

  • Business litigation and disputes – business, breach of contract/commercial, co-owners, shareholders, investors, founders, workplace and employment, environmental, D&O, governance, boards and committees.
  • Trust, estate and probate court litigation and disputes – trust, estate, probate, elder and dependent abuse, conservatorship, POA, real property, mental health and care, mental capacity, undue influence, conflicts of interest, and contentious administrations.
  • Governance, boards, audit and governance committees, investigations, auditing, ESG, etc.
  • Mediator and facilitating dispute resolution:
    • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
    • Business, breach of contract/commercial, owner, shareholder, investor, etc.
    • D&O, board, audit and governance committee, accountant and CPA related.
    • Other: workplace and employment, environmental, trade secret.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that doesn’t mean that I don’t or might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

Memo To Microsoft Board Re Review Of Sexual Harassment And Gender Discrimination Practices – Appreciated, And A Worthwhile Example For Others

I have provided a link below to a memo to the Microsoft Board of Directions regarding a currently ongoing review and revamp of Microsoft’s policies and practices pertaining to workplace harassment and discrimination. Microsoft provided online access to the memo. I have added some yellow highlights to a few of points. While the memo is light on detail, it does contain dates for further tasks and reports to be performed. I presume that some people might be critical of the memo for the lack of detail; however, I appreciated the fact that the memo was made available online and that it can prompt discussions. I would have to believe that other businesses and organizations, including governmental, might want to consider a possible review of their workplace harassment and discrimination policies and practices if they have not recently already done so.

A few additional comments. Probably because I also used to practice as a CPA, the use of the word “audit” without further description always gets my notice. And, although there are several references to the Board, or Board review, or reporting to the Board, a review and evaluation of how the Board handles the topic and issues might also be worthwhile. Finally, “culture” is referenced once at the end of the first paragraph – not too many years ago “culture” was regularly discussed as a Board topic but those discussions seem to have become fewer in number. It was good to see the reference to “culture” in the memo. Topics and issues such as culture, integrity, trustworthiness, and governance are important to the organization.

Here is a link to the memo with my yellow highlights on a few of the points:

Thank you for reading. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved.

* * * * * * *

Best to you,

David Tate, Esq. (and inactive CPA)

  • Business litigation and disputes – business, breach of contract/commercial, co-owners, shareholders, investors, founders, workplace and employment, environmental, D&O, governance, boards and committees.
  • Trust, estate and probate court litigation and disputes – trust, estate, probate, elder and dependent abuse, conservatorship, POA, real property, mental health and care, mental capacity, undue influence, conflicts of interest, and contentious administrations.
  • Governance, boards, audit and governance committees, investigations, auditing, ESG, etc.
  • Mediator and facilitating dispute resolution:
    • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
    • Business, breach of contract/commercial, owner, shareholder, investor, etc.
    • D&O, board, audit and governance committee, accountant and CPA related.
    • Other: workplace and employment, environmental, trade secret.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that doesn’t mean that I don’t or might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

Golden Gate Bridge and SF Bay

Have a beautiful day!

Thank you for reading. Please do pass this blog and blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved.

* * * * * * *

Best to you,

David Tate, Esq. (and inactive CPA)

  • Business litigation and disputes – business, breach of contract/commercial, co-owners, shareholders, investors, founders, workplace and employment, environmental, D&O, governance, boards and committees.
  • Trust, estate and probate court litigation and disputes – trust, estate, probate, elder and dependent abuse, conservatorship, POA, real property, mental health and care, mental capacity, undue influence, conflicts of interest, and contentious administrations.
  • Governance, boards, audit and governance committees, investigations, auditing, ESG, etc.
  • Mediator and facilitating dispute resolution:
    • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
    • Business, breach of contract/commercial, owner, shareholder, investor, etc.
    • D&O, board, audit and governance committee, accountant and CPA related.
    • Other: workplace and employment, environmental, trade secret.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that doesn’t mean that I don’t or might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

CPAs Working At Businesses – is there a NOCLAR in there (noncompliance with laws and regulations)?

NOCLAR is coming for CPAs – (NOCLAR = noncompliance with laws and regulations). NOCLARs apply to CPAs in business, and to CPAs in public practice, but with some differing provisions. This brief discussion pertains to the NOCLAR provisions that apply to CPAs in business (i.e., CPAs who work at businesses). When I was more active with CalCPA the members who worked at businesses were broadly referred to as members in the Business and Industry section. The AICPA Code of Professional Conduct contains NOCLAR provisions for members (CPAs) in business at ET 2.180.010, although under the facts and circumstances of the situation other ethics rules might well also apply. And, of course, issues of law and legal issues most likely will or may also be involved or at least relevant. ET 2.180.010 is effective June 30, 2023, but early implementation is allowed.

Previously I briefly wrote about NOCLARs here https://tateattorney.com/2022/07/01/aicpa-professional-ethics-executive-committee-and-auditing-standards-board-adopt-new-noncompliance-with-laws-and-regulations-noclar-requirements/.

Here is a new November 1, 2022, Journal of Accountancy NOCLAR article for CPAs in business https://www.journalofaccountancy.com/news/2022/nov/noclar-what-cpa-business-should-know.html.

Briefly, quoting from the Journal of Accountancy article:

“The new interpretation contributes to the fight against noncompliance in areas such as financial fraud, money laundering, asset misappropriation, bribery, data protection, tax and pension liabilities, securities trading, public health and safety, and corruption. Additionally, the interpretation further emphasizes members’ roles in serving the public interest through the enhancement of integrity in global business operations.

The Code defines NOCLAR as any “acts of omission or commission, intentional or unintentional, that are contrary to the prevailing laws or regulations and are committed by the member’s employing organization or by those charged with governance, by management, or by other individuals working for or under the direction of the employing organization.”

Accountants in business at any level could be exposed to an instance of NOCLAR, and the responsibilities of senior professional accountants in business slightly differ from the responsibilities of nonsenior professional accountants in business.”

Section .07 under the heading Scope of ET 2.180.010 states as follows:

Section .08 of ET 2.180.010 under heading Scope further states as follows:

“Examples of laws and regulations which this interpretation addresses may include those that deal with the following:

a. Fraud, corruption, and bribery

b. Money laundering

c. Securities markets and trading

d. Banking and other financial products and services

e. Data protection

f. Tax and pension liabilities and payments

g. Environmental protection

h. Public health and safety.”

Section .09 under the heading Scope of ET 2.180.010 states as follows:

Thus, scope is broadly defined as noncompliance or suspected noncompliance and is not limited to what might be considered traditional CPA financial issue areas but also includes serious adverse consequences that have a material effect on the employing organization’s financial statements in financial or nonfinancial terms and such noncompliance may include wider public interest implications in terms of substantial harm to investors, creditors, employees, or the general public. Sections .07, .08 and .09 also are not written to be all-inclusive.

The NOCLAR rules for CPAs in public practice are separately contained at AICPA Code of Professional Conduct ET 1.180.010, although under the facts of circumstances of the situation other ethics rules might well also apply. And, of course, issues of law and legal issues most likely will or may also be involved or at least relevant. ET 2.180.010 also is effective June 30, 2023, but early implementation is allowed. I will be discussing ET 1.180.00, NOCLAR rules for CPAs in public practice, in a separate blog post.

You may also like to view a few CAM-related posts (critical audit matters):

March 29, 2020 – Comments About Going Concern Uncertainties, CAMs, Etc. – Relevant In This Economic Environment, https://wordpress.com/post/auditcommitteeupdate.com/1769

February 22, 2020 – Can a CAM lead to or require an internal investigation, https://wordpress.com/post/auditcommitteeupdate.com/1571

September 22, 2019 – Takeaways from a PLI program that I recently viewed about CAMs (critical audit matters) . . . ., https://wordpress.com/post/auditcommitteeupdate.com/1248

July 17, 2019 – New July 11, 2019, PCAOB CAM Guidance for Audit Committees – Is A Matter A CAM (See Chart); And Responses To FAQs, https://wordpress.com/post/auditcommitteeupdate.com/1138

May 28, 2019 – A few Comments About Going Concern Uncertainties, CAMs, Etc., https://wordpress.com/post/auditcommitteeupdate.com/996

May 9, 2019 – PCAOB – Implementation of Critical Audit Matters Deeper Dive, https://wordpress.com/post/auditcommitteeupdate.com/957

See also PCAOB AS 3101 which contains the requirement that audit firms for public companies are required to include in their reports a discussion of “critical audit matters” (“CAMs”).

More to follow on these and other audit, auditor, audit committee and board, and governance topics.

Thank you for reading. Please do pass this blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved.

* * * * * * *

Best to you,

David Tate, Esq. (and inactive CPA)

  • Business litigation and disputes – business, breach of contract/commercial, co-owners, shareholders, investors, founders, workplace and employment, environmental, D&O, governance, boards and committees.
  • Trust, estate and probate court litigation and disputes – trust, estate, probate, elder and dependent abuse, conservatorship, POA, real property, mental health and care, mental capacity, undue influence, conflicts of interest, and contentious administrations.
  • Governance, boards, audit and governance committees, investigations, auditing, ESG, etc.
  • Mediator and facilitating dispute resolution:
    • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
    • Business, breach of contract/commercial, owner, shareholder, investor, etc.
    • D&O, board, audit and governance committee, accountant and CPA related.
    • Other: workplace and employment, environmental, trade secret.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that doesn’t mean that I don’t or might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.

FTX, Cryptocurrency, Celebrity Endorser Liability Exposure In The News

FTX – can a celebrity endorser have liability exposure? See the slide below with summary discussion for some consideration.

Thank you for reading. Please do pass this blog post and information to other people who would be interested as it is only through collaboration and sharing that great things and success are more quickly achieved.

* * * * * * *

Best to you,

David Tate, Esq. (and inactive CPA)

  • Business litigation and disputes – business, breach of contract/commercial, co-owners, shareholders, investors, founders, workplace and employment, environmental, D&O, governance, boards and committees.
  • Trust, estate and probate court litigation and disputes – trust, estate, probate, elder and dependent abuse, conservatorship, POA, real property, mental health and care, mental capacity, undue influence, conflicts of interest, and contentious administrations.
  • Governance, boards, audit and governance committees, investigations, auditing, ESG, etc.
  • Mediator and facilitating dispute resolution:
    • Trust, estate, probate, conservatorship, elder and dependent abuse, etc.
    • Business, breach of contract/commercial, owner, shareholder, investor, etc.
    • D&O, board, audit and governance committee, accountant and CPA related.
    • Other: workplace and employment, environmental, trade secret.

Remember, every case and situation is different. It is important to obtain and evaluate all of the evidence that is available, and to apply that evidence to the applicable standards and laws. You do need to consult with an attorney and other professionals about your particular situation. This post is not a solicitation for legal or other services inside of or outside of California, and, of course, this post only is a summary of information that changes from time to time, and does not apply to any particular situation or to your specific situation. So . . . you cannot rely on this post for your situation or as legal or other professional advice or representation, or as or for my opinions and views on the subject matter.

Also note – sometimes I include links to or comments about materials from other organizations or people – if I do so, it is because I believe that the materials are worthwhile reading or viewing; however, that doesn’t mean that I don’t or might not have a different view about some or even all of the subject matter or materials, or that I necessarily agree with, or agree with everything about or relating to, that organization or person, or those materials or the subject matter.

Please also subscribe to this blog and my other blog (see below), and connect with me on LinkedIn and Twitter.

My two blogs are:

http://tateattorney.com – business, D&O, audit committee, governance, compliance, etc. – previously at http://auditcommitteeupdate.com

Trust, estate, conservatorship, elder and elder abuse, etc. litigation and contentious administrations http://californiaestatetrust.com

David Tate, Esq. (and inactive California CPA) – practicing only as an attorney in California.