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Corporate Management

For our purposes, corporate management are those things that affect the internal workings of a business, whether it be a public corporation, a private company, a partnership, a sole trader or one of a host of alternative corporate structures.

Buried in a long and complicated judgment there is a short and simple answer to the question "can a company sue for defamation?"

Here it is.

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The statement below, from the UK government's website for the Department of Business sets out the immediate and short-term plans for, inter alia, the registration of foreign companies operating in the UK. The statement was published on 28th February 2022. The Bill was introduced to Parliament hours later.

Nigel Morris-Cotterill will publish a BLOG/cast on the companies registration portion of the Bill on 10th March 2022 at www.financialcrimebroadcasting...

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This week the International Standards Agency launches ISO37002. It's much needed, dealing as it does with whistleblowing and compliance.

But as with all the ISO's management standards, it comes with a barrier to entry that limits its use.

It's time for a different model.

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The USA's Securities and Exchange Commission as done a deal with Power Solutions International Inc. of Chicago to "settle accounting fraud" allegations related to the company's overstatement of revenues by almost USD25 million.

It's not a criminal case so technically they are not "charges" which is how the SEC refers to them. And there's no judgment because the case didn't go to court. So the term "Order" is an administrative not a judicial document of record. Also, while the buzz is about "accounting fraud" the "fraud" was not the offence which the SEC proceeded with - that was filing misstated accounts.

Having cleared that up, the case is interesting: remember ENRON, anyone?

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The "did he jump or was he pushed" departure of Brian Hartzer, the CEO of WestPac Banking Corporation in Australia after it became known that it had more than 23 million cases in which it did not act correctly under counter-money laundering laws is the latest example of a CEO going from his job under a cloud. In the past, that's usually been an end to at least some of the discussion. But this time it's different. This time the failures were so big and so fundamental that it calls into question conduct of the entire organisation including the full board and much of the management structure. It also raises something else. In large, complex, highly regulated groups, is the role of CEO too big for one person? As the financial services sector moves inexorably (and I would argue rightly) towards personal responsibility, is it time to review where responsibility lies in relation to specific areas of management.

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Using the trendy but woefully inaccurate term "oversight" when it means supervision ( see why here), ASIC "urges companies to apply a greater focus and sense of urgency to the oversight and management of non-financial risk..particularly compliance risk. Boards cannot afford to ignore the oversight of non-financial risks." The thing is that ASIC's findings show a failure of awareness of the legal position of directors in Australian companies.

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In 2015, a news report said that the flooring products of a listed company, "Lumber Liquidators," contained dangerously high levels of Formaldehyde. The company issued a denial and filed it with the SEC. That denial was untrue.

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A report in the New Straits Times last week said that the company's CEO, Datuk Seri Azman Mohd, had been "asked to resign" and a deadline given of Friday las week. Amongst those surprised by the "news" is Tenaga National Berhad, TNB, the national power company.

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The European Union is very good at one thing: being excessively bureaucratic and prescriptive. There's a powerful reason for this: most countries in the EU have grown up with the Roman system of law which mutated into the civil legal system and that relies, heavily, on codification. It also means that laws are inflexible and cannot easily respond to changes in society and that fetters the ability of judges to maintain a living justice system. And yet, on the other hand, it uses vague, even sloppy, language to announce what it going to do. A marketing pitch that says "Whistleblower (sic) protection: Commission sets new, EU-wide rules" is misleading - the protection of whistle-blowers is only part of the proposal (no rules were actually set). The proposed Directive will mean big changes for all but the smallest businesses.

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Australia's ASIC is warning companies that they have until only 27 September to file a new set of data.

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So, it's simple: you attach an electronic signature to an electronic document and off it wings by e-mail. Job done, right? Apparently "some businesses are still unsure if electronic signatures would satisfy legal requirements," says The Law Commission. But instead of just saying "of course, in the absence of fraud or some other frustrating or negating matter, that's a validly executed document" the Law Commission has produced "proposals." So, not simple at all, then.

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There's bound to be some head-scratching going on after the announcement of a cartel case relating to blood and body tissue. Before the "yuk" factor makes you turn the page, we should explain: it's all about stem cell preservation.

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A press release from the USA's Inland Revenue Service is headed "Many corporations will pay a blended federal income tax." For heaven's sake: what sounds like something special is nothing of the kind and is an example of buzzword-mania when simplicity would better serve the audience. It's time that government departments stopped trying to sound trendy and just said what they need to say.

Here's what the IRS needed to say.

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In recent weeks, largely because members of the media are concerned so the whole industry is in a bit of a tizz, there has been much made of the BBC's policy of requiring some people working there to work on contract, where the contract is between the BBC and a company owned and controlled by the contractor. There are perfectly good reasons why employers want such an arrangement but Her Majesty's Revenue and Customs have taken the view that this is a scheme designed to reduce personal income tax, especially where the contractor operated through an offshore company (often not in his or her own name). Now the whole situation has become even more confused as HMRC has lost a case that seemed like a sure-fire win.

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