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.

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.

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 – 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.

Yesterday the California Air Resources Board produced its [proposed] 2022 Scoping Plan for Achieving Carbon Neutrality November 16, 2022. Although lengthy at 297 pages, it is short on specifics. CARB refers to the plan as being proposed; however, elsewhere the plan is discussed in terms that would suggest it is a done deal. What can be said is that the eventual specifics will in some manner impact basically everyone in California, but some more and more directly than others. A section of the plan (but I wouldn’t really call it a plan but more of a paper or an overview) does focus on certain listed broad sectors, industries, activities or uses including land uses, and I find that section of the plan to be more useful. The bottom line is that all industries, businesses and business groups need to be aware and active as the proposed specifics are proposed and implemented. To be fair, the plan does talk in terms of working with business including both larger and smaller business to develop and implement specifics. Indeed, an unwise approach will negatively impact jobs of all kinds and the employment and financial wellbeing of all people throughout California. The references to “industries” and “businesses” should be read as broadly as possible as basically everyone and all legal entities in California, north and south and middle, will eventually be impacted – thus, just for example, from a legal entity perspective “industries” and “businesses” also includes entities that operate as nonprofits. One additional comment at this time – although the plan does not discuss enforcement in any detail, it does contain the following very short paragraph:

“It will take all tools at all levels of government, with robust enforcement, to ensure that vulnerable communities continue to see improvements in air quality until no disparities exist in air pollution across the state.”

The following is a link to the plan on the CARB website – scroll to near the bottom of the relatively long page and click on Scoping Plan: https://ww2.arb.ca.gov/news/california-releases-final-2022-climate-scoping-plan-proposal

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.

The SEC has announced its enforcement results for FY2022. Below I have provided you with a link to the announcement, and a copy of the whistleblower summary in the announcement. As indicted, the SEC received more than 12,300 whistleblower tips in fiscal year 2022. That is a lot of tips. And, presumably, also reflects a large number of internal investigations. For your information, below I have also provided copies of California Labor Code §§1102.5 and 1102.6, pertaining to California statutory whistleblower and whistleblower retaliation protection and burden of proof.

SEC Announces Enforcement Results for FY22

https://www.sec.gov/news/press-release/2022-206

Rewarding and Protecting Whistleblowers

The SEC’s Office of the Whistleblower is an integral part of the Enforcement Program. In fiscal year 2022, the SEC issued approximately $229 million in 103 awards, making it the SEC’s second highest year in terms of dollar amounts and number of awards. The Whistleblower Program also received a record high number of whistleblower tips alleging wrongdoing—more than 12,300 whistleblower tips—in fiscal year 2022.

In addition to vigorously safeguarding whistleblowers’ anonymity, the SEC protects them by pursuing individuals or entities who take steps to impede, or retaliate against them for, their whistleblowing. This was reflected in enforcement actions against the Brink’s Company, which the SEC charged and penalized for requiring certain employees to sign restrictive confidentiality agreements, and against the co-founder of a technology company, whom the SEC charged with impeding an employee from communicating with the SEC regarding potential misconduct. In another matter, the SEC’s commitment was rewarded when a court granted summary judgment to the SEC in litigation charging that the defendants had illegally conditioned the return of investor money on the investors’ signing agreements that prohibited them from reporting potential securities-law violations to law enforcement. SEC v. Collector’s Coffee, 19 Civ. 4355 (VM), 2021 U.S. Dist. LEXIS 22216,| 2021 WL 5360440 (S.D.N.Y. Nov. 17, 2021).

California Labor Code §1102.5 and §1102.6 statutory whistleblower and whistleblower retaliation protection and burden of proof

California Labor Code §1102.5

(a) An employer, or any person acting on behalf of the employer, shall not make, adopt, or enforce any rule, regulation, or policy preventing an employee from disclosing information to a government or law enforcement agency, to a person with authority over the employee, or to another employee who has authority to investigate, discover, or correct the violation or noncompliance, or from providing information to, or testifying before, any public body conducting an investigation, hearing, or inquiry, if the employee has reasonable cause to believe that the information discloses a violation of state or federal statute, or a violation of or noncompliance with a local, state, or federal rule or regulation, regardless of whether disclosing the information is part of the employee’s job duties.

(b) An employer, or any person acting on behalf of the employer, shall not retaliate against an employee for disclosing information, or because the employer believes that the employee disclosed or may disclose information, to a government or law enforcement agency, to a person with authority over the employee or another employee who has the authority to investigate, discover, or correct the violation or noncompliance, or for providing information to, or testifying before, any public body conducting an investigation, hearing, or inquiry, if the employee has reasonable cause to believe that the information discloses a violation of state or federal statute, or a violation of or noncompliance with a local, state, or federal rule or regulation, regardless of whether disclosing the information is part of the employee’s job duties.

(c) An employer, or any person acting on behalf of the employer, shall not retaliate against an employee for refusing to participate in an activity that would result in a violation of state or federal statute, or a violation of or noncompliance with a local, state, or federal rule or regulation.

(d) An employer, or any person acting on behalf of the employer, shall not retaliate against an employee for having exercised their rights under subdivision (a), (b), or (c) in any former employment.

(e) A report made by an employee of a government agency to their employer is a disclosure of information to a government or law enforcement agency pursuant to subdivisions (a) and (b).

(f) In addition to other penalties, an employer that is a corporation or limited liability company is liable for a civil penalty not exceeding ten thousand dollars ($10,000) for each violation of this section.

(g) This section does not apply to rules, regulations, or policies that implement, or to actions by employers against employees who violate, the confidentiality of the lawyer-client privilege of Article 3 (commencing with Section 950) of, or the physician-patient privilege of Article 6 (commencing with Section 990) of, Chapter 4 of Division 8 of the Evidence Code, or trade secret information.

(h) An employer, or a person acting on behalf of the employer, shall not retaliate against an employee because the employee is a family member of a person who has, or is perceived to have, engaged in any acts protected by this section.

(i) For purposes of this section, “employer” or “a person acting on behalf of the employer” includes, but is not limited to, a client employer as defined in paragraph (1) of subdivision (a) of Section 2810.3 and an employer listed in subdivision (b) of Section 6400.

(j) The court is authorized to award reasonable attorney’s fees to a plaintiff who brings a successful action for a violation of these provisions.

(Amended by Stats. 2020, Ch. 344, Sec. 2. (AB 1947) Effective January 1, 2021.)

California Labor Code §1102.6

In a civil action or administrative proceeding brought pursuant to Section 1102.5, once it has been demonstrated by a preponderance of the evidence that an activity proscribed by Section 1102.5 was a contributing factor in the alleged prohibited action against the employee, the employer shall have the burden of proof to demonstrate by clear and convincing evidence that the alleged action would have occurred for legitimate, independent reasons even if the employee had not engaged in activities protected by Section 1102.5.

(Added by Stats. 2003, Ch. 484, Sec. 3. Effective January 1, 2004.)

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.

I am making this post because the information provided represents an ongoing march toward sustainability and/or ESG standards and disclosures; these standards will apply to some U.S. based businesses including executive officers, directors, boards, audit committees and other committees, compliance professionals, and internal and outside independent auditors; and these developments might be used by or might impact later (perhaps soon) established U.S. (or even California) standards and/or disclosures. These standards will also be used by and will impact other stakeholders in sustainability and ESG including the major accounting firms and other professionals.

The European Parliament has adopted the Corporate Sustainability Reporting Directive (CSRD), to require disclosures under the European Sustainability Reporting Standards (ESRS) (e.g., anticipated to cover a broad set of environmental, social and governance topics ranging from climate change to workers in the value chain and business conduct governance).

“The CSRD will require disclosure under a common framework of European Sustainability Reporting Standards (ESRS) which is currently under development by the European Financial Reporting Advisory Group (EFRAG). Under the new system, companies will be required to report on issues ranging from environmental sustainability and social rights to human rights and governance factors.  

With the adoption of the CSRD by the EU Parliament, the proposal will move on to the Council, which is expected to adopt the proposal later this month. The rules will begin applying from the beginning of 2024 for large public-interest companies with over 500 employees, followed by companies with more than 250 employees or €40 million in revenue in 2025, and listed SMEs in 2026.”

The following pertains to separate, prior, but recent information regarding the development of EFRAG standards:

‘The European Financial Reporting Advisory Group (EFRAG) announced the release of its initial draft of European Sustainability Reporting Standards, setting out the proposed rules and requirements for companies to report on sustainability-related impacts, opportunities and risks under the EU’s upcoming Corporate Sustainable Reporting Directive (CSRD).

EFRAG’s proposals were released as a series of exposure drafts (EDs) covering a broad set of environmental, social and governance topics ranging from climate change to workers in the value chain and business conduct governance. Companies covered by the rules would be required to provide sustainability reporting on their strategies and business models, governance and organization, materiality assessments of sustainability impacts, opportunities and risks, as well as policies, targets, action plans and performance.”

Thank you for viewing and reading. Please pass this along to other people who would be interested as it is through collaboration and sharing that great things and success occur more quickly.

* * * * * * *

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.

You may have heard that the State of California has filed a lawsuit against 3M and a significant number of other defendants and possible defendants over PFAS chemicals.

Here is some wording from the lengthy Complaint:

3. Defendants knew or should have known that PFAS were toxic and harmful to
   human health and the environment, yet they continued to produce PFAS and/or products
   containing PFAS

Depending on the circumstances of a particular situation, it is possible that that type of in hindsight wording might be alleged against a large number of entities that use or are associated with chemicals not necessarily only PFAS, including public and private businesses, governmental and public entities, nonprofits, etc. Of course, whether or not it is established that there is or was a breach of duty and wrongdoing, liability, damages, allocation of damages v. joint and several, and mitigation are issues and matters that must be determined based on the relevant laws and the evidence that can be established. The following is a link to the California Attorney General press release re the lawsuit https://oag.ca.gov/news/press-releases/attorney-general-bonta-sues-manufacturers-toxic-forever-chemicals

Perhaps this can be used as a reminder to review your production or use of, or involvement or association with chemicals or products or land with chemicals. Obviously chemical and environmental matters and issues can involve a number of people within a business, governmental, nonprofit or other entity or organization including not only executive officers but also directors and the board and committees including audit committee, general counsel, mid-management, internal and outside auditors, compliance and safety officers and professionals, employees and whistleblowers, and others.

The following is a snapshot of the first page of the Complaint:

Thank you for viewing and reading. Please pass this along to other people who would be interested as it is through collaboration and sharing that great things and success occur more quickly..

* * * * * * *

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.

The U.S. Fish and Wildlife Service has provided notice that the Emperor Penguin, with a habitat in Antarctica, will be added as an endangered species under the Endangered Species Act, and that the Penguin has become endangered as a result of climate change. What is the impact of this on businesses, nonprofits, governmental and other organizations and entities? Well . . . it is too soon to know, and that will depend on whether the Penguin’s new designation will be contested and will be upheld, and what new climate change or related regulations will be proposed and contested or enacted as a result. More to follow. Here is the link to the U.S. Fish and Wildlife Service notice of the designation https://www.fws.gov/press-release/2022-10/emperor-penguin-gets-endangered-species-act-protections

Thank you for reading. Please pass this along to other people who would be interested.

* * * * * * *

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.

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.

Thank you for reading this post. I ask that you also pass it along to other people who would be interested as it is through collaboration that great things and success occur more quickly. And 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.

This will impact some businesses, management, boards and audit committees – in addition to disclosures for Scope 1 and Scope 2 greenhouse gas emissions (GHG), the ISSB voted to also include Scope 3 GHG. Scope 1 and Scope 2 disclosures are already difficult – Scope 3 will add significant additional difficulties and uncertainties. You can read the announcement on the IFRS website at https://www.ifrs.org/news-and-events/news/2022/10/issb-unanimously-confirms-scope-3-ghg-emissions-disclosure-requirements-with-strong-application-support-among-key-decisions/.

The onward march continues for environmental, climate and emission compliance, disclosures and possible liability. I have also provided below from the National Grid website a brief summary description of Scope 1, Scope 2 and Scope 3 greenhouse gas emissions – you will quickly understand how Scope 3 adds additional difficulties and uncertainties (and arguably might even be speculative in nature).

The following summary discussion of Scope 1, Scope 2, and Scope 3 greenhouse emissions (GHG) is from the National Grid website:

Why are there three scopes of emissions?

In order to take action to reduce emissions, we need to understand and measure where they’re sourced from in the first place.

The three scopes are a way of categorising the different kinds of emissions a company creates in its own operations and in its wider ‘value chain’ (its suppliers and customers).

It’s not clear why they’re called ‘scopes’ rather than ‘groups’ or ‘types’ but the name comes from the Greenhouse Gas Protocol, which is the world’s most widely-used greenhouse gas accounting standard.

As the Greenhouse Gas Protocol itself puts it: “Developing a full [greenhouse gas] emissions inventory – incorporating Scope 1, Scope 2 and Scope 3 emissions – enables companies to understand their full value chain emissions and focus their efforts on the greatest reduction opportunities”.

Definitions of scope 1, 2 and 3 emissions

Essentially, scope 1 and 2 are those emissions that are owned or controlled by a company, whereas scope 3 emissions are a consequence of the activities of the company but occur from sources not owned or controlled by it.

Scope 1 emissions

Scope 1 covers emissions from sources that an organisation owns or controls directly – for example from burning fuel in our fleet of vehicles (if they’re not electrically-powered).

Scope 2 emissions

Scope 2 are emissions that a company causes indirectly when the energy it purchases and uses is produced. For example, for our electric fleet vehicles the emissions from the generation of the electricity they’re powered by would fall into this category.

Scope 3 emissions

Scope 3 encompasses emissions that are not produced by the company itself, and not the result of activities from assets owned or controlled by them, but by those that it’s indirectly responsible for, up and down its value chain. An example of this is when we buy, use and dispose of products from suppliers. Scope 3 emissions include all sources not within the scope 1 and 2 boundaries.

Thank you for reading. Please pass this along to other people who would be interested.

* * * * * * *

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, trade secret, etc.
  • D&O, board, audit and governance committee, accountant and CPA related.
  • Other: workplace and employment, environmental.

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.

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.

Thank you for reading this post. I ask that you also pass it along to other people who would be interested as it is through collaboration that great things and success occur more quickly. And 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.