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To explain actions the US Securities and Exchange Commission (SEC) brought on August 27, 2018, against a group of affiliated investment advisers and broker-dealers for what the SEC considered misleading and insufficient representations and disclosures, insufficient compliance policies and procedures, and insufficient research and oversight concerning the use of faulty quantitative models to manage certain client accounts.

Explains the SEC’s findings concerning the advisers’ and broker-dealers’ failure to confirm that certain models worked as intended, to disclose the risks associated with the use of those models, to disclose the role of a research analyst in developing the models, to disclose the use of volatility overlays along with the associated risks, to determine whether a fund’s holdings were sufficient to support a consistent dividend payout without a return of capital, and to take sufficient steps to confirm the advertised performance of another investment manager whose products they were marketing. Provides insight into the SEC’s position and offers key takeaways.

These cases are significant for advisers who use quantitative models to implement their investment strategies in the management of client accounts and signal the SEC’s continued focus on investment advisers’ compliance with disclosure obligations to discretionary account investors.

Each manager should consider its own facts and circumstances, and should consult with counsel, in assessing how and to what extent to incorporate the SEC’s conclusions in crafting disclosure and other communications with investors on matters such as adequate representations, testing and validation of models, disclosure of errors, and verifying performance claims.

Practical guidance from experienced securities lawyers.

To explain the US Securities and Exchange Commission (the “SEC”) staff’s (the “Staff”) participating affiliate exemption from investment adviser registration for foreign advisers set forth in a line of Staff no-action letters issued between 1992 and 2005 (the “Participating Affiliate Letters”) and to discuss recent guidance issued by the Staff in an information update published in March 2017 (the “Information Update”) with respect to complying with requirements of the Participating Affiliate Letters.

Reviews the development of the Staff’s approach regarding the non-registration of foreign advisers that rely on the Participating Affiliate Letters from prior to the issuance of those letters through the Information Update and sets forth recommendations for registered investment advisers and their participating affiliates.

While there are arguments that the Information Update goes beyond restating established standards and does not clearly explain whether submission of all listed documentation is required, the Information Update will likely standardize the information submitted to the SEC.

Practical guidance for advisers relying on the Participating Affiliate Letters from experienced securities and financial services lawyers.

The purpose of this paper is to explain the final rules adopted by the Commodity Futures Trading Commission (CFTC) on February 9 amending its Part 4 regulations governing commodity pool operators (CPOs) and commodity trading advisors (CTAs).

The paper explains, among other things, changes to CPO registration exemptions, additional reporting obligations for registered CPOs and CTAs, the imposition of new requirements for registered CPOs relying on certain exemptions, to provide annual financial statements, required risk disclosures regarding swap transactions, required annual affirmation and eligibility for exemptions and exclusions from CPO and CTA registration, and an initiative to harmonize CPO reporting, disclosure, and recordkeeping requirements of the CFTC and the SEC for registered investment companies.

Since the adoption of Rule 4.13(a)(4) in 2003, fund sponsors have frequently relied on the exemption made available by that rule to avoid both registration with the CFTC as CPOs and compliance with the CFTC's disclosure, reporting and recordkeeping requirements. The CFTC has now rescinded that exemption.

All advisers to registered investment companies need to evaluate their exposure to CFTC regulation after this rule amendment.

The paper provides practical guidance from experienced financial services lawyers.

Geopolitical disruptions significantly impact the management of temporary healthcare supply chains (HSCs). Common across geopolitical disruptions is the interruption to the flow of supplies, calling for organizations to reconfigure their existing supply chains or set up temporary ones. We theoretically and empirically investigate how temporary HSCs are designed to ensure a resilient flow of vital healthcare products during a geopolitical disruption.

We investigated two different temporary HSCs – potable water and blood products – that experienced geopolitical disruptions. We purposefully sampled HSCs in deployed medical care where healthcare providers operate in resource-austere, politically volatile environments and timing and access to specialist expertise, medical equipment and medicines are critical. We built on rich datasets, including archival data, 12 expert workshops and 41 interviews.

The nature of temporary HSCs (e.g. urgency of demand and time-limited need) and product characteristics (e.g. perishability and strict storage conditions) lead to complexity in designing resilience for temporary HSCs. In contrast to permanent supply chains, temporary HSCs have limited flexibility and redundancy. Collaboration and agility are predominant strategies for enhancing resilience for temporary HSCs.

The study uncovers an urgent need for radical changes in how managers and policymakers responsible for HSC address resilience. During geopolitical disruptions, managers and policymakers need to review healthcare regulations across nations and prioritize by activating high levels of information- and knowledge-sharing between nations.

This study addresses an underresearched area of investigation by theoretically combining and empirically investigating the supply chain strategies employed by organizations to build up resilience in temporary HSCs.

This study uses Hall's (1976) theory of low/high context culture with theories of interpersonal adaptation (Gudykunst, 1985; Patterson, 1983) to test communication preferences, flexibility, and effectiveness in same‐ and mixed‐culture negotiation. Ninety‐three same‐culture low context (Israel, Germany, Sweden, and U.S.), 101 same‐culture high context (Hong Kong, Japan, Russia, Thailand), and 48 mixed‐culture mixed context (U.S.‐Japan, U.S.‐Hong Kong) dyads negotiated a 1 ½ hour simulation. Transcripts were content coded for direct and indirect integrative sequences and analyzed with hierarchical linear regression. Supporting the theory, results revealed more indirect integrative sequences in high context dyads and more direct integrative sequences in low context and mixed context dyads. Direct integrative sequences predicted joint gains for mixed context dyads.

This research provides accounting-ethics authors and administrators with a benchmark for accounting-ethics research. While Bernardi and Bean (2010) considered publications in business-ethics and accounting’s top-40 journals this study considers research in eight accounting-ethics and public-interest journals, as well as, 34 business-ethics journals. We analyzed the contents of our 42 journals for the 25-year period between 1991 through 2015. This research documents the continued growth (Bernardi & Bean, 2007) of accounting-ethics research in both accounting-ethics and business-ethics journals. We provide data on the top-10 ethics authors in each doctoral year group, the top-50 ethics authors over the most recent 10, 20, and 25 years, and a distribution among ethics scholars for these periods. For the 25-year timeframe, our data indicate that only 665 (274) of the 5,125 accounting PhDs/DBAs (13.0% and 5.4% respectively) in Canada and the United States had authored or co-authored one (more than one) ethics article.

Strategy scholars have long argued that breakthrough innovation is generated by recombining knowledge from distant domains. Even if firms have the ability to access and absorb knowledge from distant domains, however, they may fail to pay attention to such knowledge because it is seemingly irrelevant to their tasks. We draw attention to this problem of knowledge relevance and develop a theoretical model to illuminate how ideas from seemingly irrelevant (i.e., peripheral) domains can generate breakthrough innovation through the cognitive process of analogical reasoning, as well as the conditions under which this is more likely to occur. We situate our theoretical model in the context of teams in order to develop insight into the microfoundations of knowledge recombination within firms. Our model reveals paradoxical requirements for teams that help to explain why breakthrough innovation is so difficult.

The purpose of this study is to examine the relationship between board capital and firm earnings quality with different controlling shareholders for a sample of 252 listed firms in Indonesia over the period 2011–2017.

This study uses a two-step dynamic generalized method of moments panel regression to estimate the board capital effect on earnings quality. The board capital measure is constructed from educational capital, networking capital and experience capital. Meanwhile, discretionary accrual is used as the proxy for earnings quality. All financial data is from the annual report. Board capital data is a combination of an annual report, RelSci data, Linkedin searching and Bloomberg data.

The findings of this study report that board capital has a significant effect on earnings quality. Higher board capital may result in better earnings quality. In further investigation, this study finds that firms with higher education backgrounds tend to have better earnings quality. Meanwhile, firms with higher experienced board members tend to have bad earnings quality. Additionally, networking capital does not have any impact on earnings quality. The findings of this study also document a strong size effect of controlling shareholders in moderating the relationship between board capital and earnings quality.

This study contributes to upper-echelon, institutional, positive accounting and agency theory. It implies that agency cost plays an important role in that relationship. In a more deep analysis, this study records different board capital effects on earnings quality across controlling shareholders.

Shareholders should elect board directors following their competencies and should note that not all competencies will give a quality earning report. The educational background of board members will enhance earnings quality, but the experience of a board member will reduce the earnings quality. Further, the relationship between board capital and earnings quality is significantly moderated by controlling shareholders, implying that different controlling shareholders need different board capital.

This study examines board capital effects on earnings quality with different controlling shareholders using four major theories. The board capital measure is tedious and detailed allowing to capture the comprehensive human capital.

This paper surveys corporate officers responsible for greenhouse gas (GHG) reporting and assurance to determine the attributes that influence their choice between an accounting and a non-accounting GHG assurance provider. Differences in the relative importance of these attributes between those selecting accounting and non-accounting assurers are also explored.

A survey questionnaire was completed by 25 corporate officers responsible for reporting and voluntarily assurance of GHG emissions in Australia. The questionnaire asked the respondents to indicate the relative importance of 41 company and assurer attributes in influencing their assurance provider choice.

Results indicate that attributes related to the assurance provider, such as team and team leader assurance knowledge, reputation, objectivity and independence, are more influential than attributes related to the nature of the company or the nature of the GHG emissions. Attributes such as geographical dispersion of operations were found to be differently important to this decision between companies purchasing assurance from accounting and non-accounting firms.

The study’s main limitation is the small number of participants. Future research may extend this study by exploring the conditions under which companies voluntarily assure GHG emissions as well the motivations of responsible officers in their assurer choice.

This paper provides valuable insights to GHG assurers to assist their understanding of the attributes that are important to potential GHG assurance clients.

The study makes unique contributions to the assurer choice literature by not only addressing this issue in the context of the dichotomous GHG assurance market but also by addressing it from the perspective of the assurance purchaser.