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Japan's NEC says Nasdaq to suspend US shares
Securities | 2007/09/26 23:24
NEC Corp., Japan's largest personal- computer maker, will be suspended from the Nasdaq Stock Market tomorrow, pending a delisting, after failing to submit an annual report to the Securities and Exchange Commission. Holders of the American depositary receipts, which account for 2.9 percent of NEC's outstanding stock, can trade the securities over-the-counter or convert them into common shares, according to a statement from the Tokyo-based company.

A withdrawal from the Nasdaq would hurt the company's ability to attract investors in the world's biggest economy. More than 27 percent of NEC shareholders are non-Japanese.

"It's not positive for NEC as a delisting may hurt foreign investors' trust in the company," Naoki Fujiwara, who helps oversee $3.24 billion at Shinkin Asset Management Co. in Tokyo. "It will have little effect on Japanese investors though."

Shares of NEC fell 2.5 percent to 541 yen on the Tokyo Stock Exchange. The stock slid 4.9 percent this year, compared with a 4.6 percent drop in the Nikkei 225 Stock Average. The ADRs, equivalent to one share, rose 3 percent to $4.87, or 559 yen, yesterday on the Nasdaq.

"`The suspension will have little effect over our operations," said Hideyuki Nakajima, a NEC spokesman. "We've taken all possible measures to protect ADR holders and we'll keep improving our accounting practices."

NEC missed a deadline yesterday to submit a report with the required analysis of software, maintenance and service sales under U.S. accounting standards. The information is needed for the auditor to finish consolidated financial statements for the fiscal year ended March 31, 2006.



SEC to decide on mandatory financial report coding
Securities | 2007/09/26 02:08
U.S. regulators will decide next year if companies should be required to file financial reports in a machine-readable computer code to make data more easily comparable, Securities and Exchange Commission Chairman Christopher Cox said on Tuesday. Cox has been encouraging companies to report financial data using extensible business reporting language tags that allow investors to more easily analyze the information in spreadsheet programs.

But many companies have hesitated amid concerns about XBRL's maturity and implementation costs.

Cox said the U.S. XBRL group has completed all its work on developing data tags for U.S. Generally Accepted Accounting Principles, which represented "the removal of the last major obstacle that stood behind the world and interactive data."

At a news conference, Mark Bolgiano, president of XBRL US Inc, handed Cox a tiny data card with the code for thousands of tags for volumes of U.S. accounting classifications.

While the data tags are being reviewed by major accounting firms and the Financial Accounting Standards Board, Cox said the SEC and XBRL groups would work on promoting the format.



NEC can't meet SEC standards, ADRs may be delisted
Securities | 2007/09/21 23:15
Japan's NEC Corp said on Friday its ADRs would likely be delisted from the Nasdaq exchange as it could not file a report or restate results to standards required by the U.S. Securities and Exchange Commission.

Outstanding American depository receipts account for around 2.9 percent of NEC's total issued shares. This is the only latest development in a slew of accounting troubles for the electronics conglomerate.

Last year, NEC unnerved investors by restating its earnings three times. It had to correct past earnings after it discovered an employee had inflated sales figures, and then suddenly switched to Japanese accounting rules from U.S. rules. It later had to correct its figures due to human error.

NEC, whose businesses include IT systems consulting, said it was not able complete a report at the request of independent auditor Ernst & Young ShinNihon to demonstrate pricing of maintenance services was fair.

Its deadline of September 25 had already been extended twice.

NEC senior vice president Takao Ono said he did not know why only NEC appeared to have a problem with filing such a report in contrast with other computer firms.

"U.S. firms may be more used to U.S. commercial customs ... we're not sure why," he told a news conference.

U.S. auditors have been scrutinizing software contracts, demanding companies prove with statistical evidence that they are not posting profits early from bulk contracts comprising hardware, software and maintenance.

Ono also acknowledged there was a risk of lawsuits relating to a delisting.

"These accounting issues raise doubts about NEC's corporate governance," said Kei Oikawa, an electronics analyst at Yasuda Asset Management.

"This has been largely factored into its share price but overall the company is not an attractive stock," he said, adding that while some parts of its businesses were doing better, earnings woes at its semiconductor unit had yet to be resolved.

NEC said its consolidated financial statements under Japanese accounting rules are current and are not affected by the announcement.

NEC's shares have fallen 20 percent since it said it would switch to Japanese accounting rules in October last year, which compares with a 2.8 percent decline for benchmark Nikkei average in the same period. On Friday, NEC ended down 1.8 percent at 547 yen in Tokyo prior to the announcement.



SEC subpoenas Apple's Jobs in backdating probe
Securities | 2007/09/21 10:48
Apple CEO Steve Jobs' legal involvement in a stock-options backdating case isn't quite finished. According to Bloomberg News, the Securities and Exchange Commission has sent a subpoena to the technology visionary, asking him to give a deposition in its civil case against former Apple general counsel Nancy Heinen. Bloomberg cited two people familiar with the matter who wanted to remain anonymous because deposition subpoenas aren't public. Mark Fagel, associate regional director of the SEC's San Francisco office, wouldn't comment on whether Jobs had been issued a subpoena, but said the discovery process in the case against Heinen had begun. He expects that the SEC will start taking depositions in the case in November.

Last year, Apple joined about 200 public companies in admitting that some of the stock options granted to senior executives had been backdated to capture an immediate profit. Backdating stock options does not violate SEC rules, provided the company doing the backdating takes an appropriate accounting charge for the extra profit reaped by executives. In Apple's case, no such disclosures were made.

In late December, the company issued a carefully worded statement explaining that an investigation by an outside law firm into the matter found that while Jobs was aware of the backdating at Apple, he didn't understand the accounting significance of the practice.

Instead, the investigation's findings raised "serious questions" about the role of two former executives in the backdating. Although Apple didn't name the individuals, they were former CFO Fred Anderson and Heinen. In April, the SEC charged the two with violations of securities laws. At issue were two large grants of stock options to Jobs, both of which were backdated to maximize the profit for the CEO. The SEC says Anderson should have known that the backdating required special accounting treatment. As for Heinen, the SEC accused her of falsifying Apple's books and records, fabricating a board meeting that never took place to justify the backdating of the options.



SEC Charges 4 More Former Nortel Execs
Securities | 2007/09/13 08:57
The U.S. Securities and Exchange Commission has charged four more former Nortel Networks Corp. executives with accounting fraud, alleging they manipulated reserves to change Nortel's earnings statements on the orders of more senior officers of the Canadian networking equipment maker.
The U.S. stocks regulator said Wednesday it had filed civil fraud charges against Douglas Hamilton, Craig Johnson, James Kinney and Kenneth Taylor, the former vice presidents of finance for Toronto-based Nortel's optical, wireline, wireless and enterprise business units.

In March, the SEC filed civil fraud charges against ex-CEO Frank Dunn and other executives — including former Chief Financial Officer Douglas Beatty and former controller Michael Gollogly — alleging they directed a so-called earnings management fraud to manipulate the company's financial reports.

In the latest charges, the commission alleges that from the second half of 2002 through January 2003, Hamilton, Johnson, Kinney and Taylor "all determined that their business units held tens of millions of dollars in excess reserves."

"The four finance vice presidents did not immediately release those excess reserves as required under U.S. Generally Accepted Accounting Principles, but instead maintained them for earnings management purposes," the SEC said in its complaint Wednesday.

The regulator said the former executives set aside $44 million in additional excess reserves to lower Nortel's consolidated earnings and bring them in line with internal and market expectations.

The changes helped erase Nortel's profit for the fourth quarter of 2002 and helped produce a loss instead.

The SEC alleges that Dunn, Beatty and Gollogly directed the improper companywide release of about $500 million of excess reserves in the first and second quarters of 2003 to inflate earnings and pay bonuses.

U.S. regulators allege the executives aimed to "create the false appearance" that the company had returned to profitability after three years of red ink so they could pay themselves and others bonuses, which were based on the company hitting certain financial targets.

The commission is seeking unspecified fines, a permanent injunction, repayment of money with interest and an order barring the executives from being officers and directors of any public company.

Nortel, which once accounted for one-third of the total valuation on the Toronto Stock Exchange, ran into financial headwinds around 2000 and lost billions of dollars of value.

Dunn was fired along with Beatty and Gollogly in 2004 after allegations of accounting irregularities at the company.

The Ontario Securities Commission also plans a hearing into allegations of financial misconduct and negligence against Dunn and others named in the SEC filing.



SEC appeals case against former Amex chief
Securities | 2007/09/11 23:10
The Securities and Exchange Commission is appealing a ruling that prevents it from sanctioning former officials of self-regulatory organizations. In a case decided last month, an administrative law judge at the SEC said that the agency’s enforcers couldn’t seek to sanction Salvatore Sodano, the chief executive at the American Stock Exchange in New York from September 1999 to January 2005, for failing to fix trading violations that occurred at the exchange from 1999 to 2004.

The judge, Robert G. Mahoney, said the Securities Exchange Act of 1934 did not give the SEC authority to charge an individual who no longer is an officer or director of an SRO.

SEC enforcement staff members, who have appealed the adverse ruling to the full commission, called it an “unduly narrow interpretation” of the law.

“If left undisturbed, the [administrative law judge’s] ruling would lead to the absurd result that officers and directors of SROs could evade the commission’s authority through resignation,” the appeal said.

What’s relevant in the case, according to SEC staff members, is when the alleged transgressions occurred, not Mr. Sodano’s status when the charges were brought.

The ruling is “absurd,” said Bill Singer, a securities lawyer with Stark & Stark of Lawrenceville, N.J., and a former Amex lawyer. “It points out the hypocrisy embedded in the SRO system, which retains for two years jurisdiction [over individual] brokers.

“What’s good for the goose should be good for the gander,” he added.

In his decision, Mr. Mahoney said the section of the exchange act that covers SRO officials “is unambiguous on its face, referring to the officers and directors of an SRO only in the present [tense].”

Legal technicality

After SEC enforcers brought formal charges against him last March, Mr. Sodano argued that, based on legislative history, Congress did not want the SEC to have authority over former SRO officials.

In 1987, Congress amended both the exchange act and the Investment Advisers Act of 1940 to allow for a permanent bar against individual brokers or advisers, regardless of whether they were registered currently. At the same time, Congress did not likewise amend sections in those laws applying specifically to officers and directors at SROs, Mr. Sodano argued.

Mr. Mahoney ruled that when Congress includes particular language in one section of a statute but omits it in another section, “it is generally presumed that Congress acts intentionally.”

SEC spokesman John Nester said he was not aware of any attempt by the agency or anyone in Congress to change the laws. Calls to the Senate Banking Committee and the House Financial Services Committee were not returned.

Unfair treatment alleged

Mr. Sodano’s lawyer, William Baker III, a partner in the Washington office of Los Angeles-based Latham & Watkins LLP, declined to comment. But in a filing with the SEC last month, Mr. Baker said the SEC enforcement team “grossly exaggerates” the violations and “ignores the extensive efforts” Mr. Sodano made to bring the exchange into compliance with order-handling rules.

The filing said that the SEC has not filed any enforcement actions against New York Stock Exchange officers for similar problems. The Amex itself settled related charges last March.

Mr. Sodano was hired by NASD chief executive Frank G. Zarb in June 1997 as the NASD’s chief financial officer. Today, Mr. Sodano is dean of the Frank G. Zarb School of Business at Hofstra University in Hempstead, N.Y.



Assurant Suspends Common Stock Buyback Program
Securities | 2007/09/05 05:33
Assurant, Inc. ("Assurant") , a premier provider of specialty insurance and insurance-related products and services, announced today that it has ended the company's current stock buyback program and does not expect to initiate a new program in 2007. In light of its continuing involvement with the SEC Staff's investigation into certain loss mitigation products, Assurant determined that it is prudent to extend the normal quarterly blackout period for company stock transactions, which restricts the company's ability to initiate a new stock repurchase program. Going forward, the company will evaluate any further extension of the company's normal blackout period and the potential to implement a new buyback program.

J. Kerry Clayton, Assurant's interim president and chief executive officer, said "We remain focused on disciplined capital management to assure value for our shareholders. We will continue to make investments that support the organic growth of our businesses and continue to evaluate opportunities to make strategic acquisitions in our existing core business segments or in new specialty areas."

In August the company repurchased 1.3 million shares at a cost of $65.5 million, for a 2007 total of 5.7 million shares at a cost of $312.6 million. The current authorization, which was approved on November 10, 2006, has $261 million remaining, although the current program has ended as noted above. Total shares outstanding are 118 million as of August 31, 2007. Since 2004, Assurant has repurchased 26 million shares for $1.1 billion.

Assurant is a premier provider of specialized insurance products and related services in North America and selected international markets. Its four key businesses -- Assurant Solutions; Assurant Specialty Property; Assurant Health; and Assurant Employee Benefits -- have partnered with clients who are leaders in their industries and have built leadership positions in a number of specialty insurance market segments worldwide. Assurant, a Fortune 500 company and a member of the S&P 500, is traded on the New York Stock Exchange under the symbol AIZ. Assurant has over $25 billion in assets and $7 billion in annual revenue. www.assurant.com



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