LexisNexis Corporate & Securities Law Community 2011 Top 50 Blogs

Bon mots

"You can observe a lot just by watching." Yogi Berra

"We do not distain to borrow wit or wisdom from any man who is capable of lending us either." Henry Fielding, Tom Jones

"In our complex society the accountant's certificate and the lawyer's opinion can be instruments for inflicting pecuniary loss more potent than the chisel or the crowbar." United States v. Benjamin, 328 F.2d 854, 862 (2d Cir. 1964)

It's Been Too Long - 12j Suspension Imposed

Calais Resources Inc., Exchange Act Rel. 34-67312, June 29, 2012

The Commission has awakened from a long sleep and entered its first substantive ruling in many months. This is clearly a monumentally important decision - to the shock and surprise of all it has upheld an ALJ's revocation of the registration of a company for failing to file periodic reports since 2003. The company failed to file nineteen quarterly reports and six annual reports over a six year period. Finally, when it did make filings, the company admitted that several were not in technical compliance with SEC rules. Yes KPMG the company's prior auditors refused permission for the company to republish its prior audits, rendering certain of its filings non-complaint. This, the Commission ruled means that financials could not be deemed audited under Reg S-X.

There is nothing to see here, this is purely routine. One has to ask though, why the SEC didn't simply summarily affirm the ALJ's decision. Were there any unique or important issues of law or fact that required the Commission enter into the fray? No. Did the opinion modify any previous Commission doctrine? No. Was there a significant issue of fact that required resolution? No. Have there been numerous similar opinions by the Commission in the past years with the same predictable result? Yes. The company, as is often the case in these situations repeatedly promised that it would soon be in compliance but was never able to achieve this goal.