4 ms·

> he believes in regard to dating stock options specifically, the CFO (Michelle) did not intend to break the law or know that she broke the law. I do not doubt

by xmodem 2y ago

> he believes in regard to dating stock options specifically, the CFO (Michelle) did not intend to break the law or know that she broke the law. I do not doubt that she did not intend to break the law. But it sounds like she did not exercise sufficient due diligence, just assuming it was okay because PWC said so and no-one in law enforcement had noticed, yet. > Therefore, implement conservative governance practices and stick to them." Unfortunately, the actual event he's citing isn't an ideal instance to illustrate... I think it's a great illustration - the author's company was unaffected, because their governance practices successfully prevented them from engaging in illegal behaviour! Thats great for the company, its investors, its board, etc. > IMHO, it kept going and got excessive, ultimately going too far in some cases fueled by 'tough on corporations' political grandstanding. Can you cite some specific laws that you think are too easy to run afoul of by accident? Some laws specifically cite intent as a requirement for them to have been violated, but many do not, and that's never seen as a problem for laws that affect non-white-collar defendants.

mrandish 2y ago
> it sounds like she did not exercise sufficient due diligence, just assuming it was okay because PWC said so Agreed. There was a time when having a big five certified accounting firm explicitly sign off on a practice was generally considered sufficient due diligence. That's no longer always true. > I think it's a great illustration I meant Michelle's prior company but wasn't clear enough. What made the prior company not a great example was being a mix of not ethically guilty on the options dating but (probably) also doing some other stuff that was worse (going beyond 'not careful' to sloppy and maybe actually shady). > Can you cite some specific laws that you think are too easy to run afoul of by accident? Not off the top of my head. I'm not in finance. My understanding of this is from some "shop talk over beers" type conversations I had a few years ago with senior finance execs and the chief legal officer of a large publicly-held tech company. Among this group the consensus was that some better regs had been needed but that the pendulum was swinging too far the other direction to the extent it was starting to make some parts of their jobs combinatorially complex to stay in compliance. To be clear, I never got the sense they felt the chances were high that ethically innocent finance people could be prosecuted over honest mistakes but more like it was going from as rare as being struck by lightning to being something real to worry about.

by xmodem 2y ago

mrandish 2y ago

> it sounds like she did not exercise sufficient due diligence, just assuming it was okay because PWC said so Agreed. There was a time when having a big five certified accounting firm explicitly sign off on a practice was generally considered sufficient due diligence. That's no longer always true. > I think it's a great illustration I meant Michelle's prior company but wasn't clear enough. What made the prior company not a great example was being a mix of not ethically guilty on the options dating but (probably) also doing some other stuff that was worse (going beyond 'not careful' to sloppy and maybe actually shady). > Can you cite some specific laws that you think are too easy to run afoul of by accident? Not off the top of my head. I'm not in finance. My understanding of this is from some "shop talk over beers" type conversations I had a few years ago with senior finance execs and the chief legal officer of a large publicly-held tech company. Among this group the consensus was that some better regs had been needed but that the pendulum was swinging too far the other direction to the extent it was starting to make some parts of their jobs combinatorially complex to stay in compliance. To be clear, I never got the sense they felt the chances were high that ethically innocent finance people could be prosecuted over honest mistakes but more like it was going from as rare as being struck by lightning to being something real to worry about.