Assignment 3: Freescale Semiconductors, Inc.

Review the Freescale Semiconductor case in your textbook.

Prepare a twelve to twenty (12-20) slide PowerPoint presentation with speaker notes in which you:

Give your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Support the rationale.

Suggest three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Provide a rationale to support the suggestion.

In this case study, leaked merger and acquisition information was used to enable the fraud. Determine the key internal controls needed over the communication of confidential information to outside parties, and analyze the manner in which these controls act as a deterrent to fraudulent activities.

Pretend you are Donna Murdoch in this case study and propose an alternative plan to act on the leaked information. Next, recommend one (1) strategy to communicate the alternative plan and determine whom the plan should be communicated with. Justify the response.

In this case study, E&Y was providing a consulting service to The Blackstone Group related to its planned acquisition of Freescale Semiconductor. Compare and contrast the different auditor?s professional responsibilities between consulting engagements and audit engagements.

Take a position on whether more legislative and/or regulatory agency oversight will increase or decrease corporate fraud. Provide a rationale to support the position.

Use at least two (2) quality academic resources in this assignment. Note: Wikipedia and similar type Websites do not qualify as academic resources.

Your assignment must follow these formatting requirements:

Apply APA standards to citation of sources

No more than four (4) bullets per slide

No more than six (6) words per bullet

Headings:Times New Roman Font:36 Points

Bullets:Times New Roman Font:24 Points

Add bulleted speakers notes

Include a cover page containing the title of the assignment, the student's name, the professor's name, the course title, and the date.

The specific course learning outcomes associated with this assignment are:

Examine the various types of financial fraud and the auditor's responsibilities related to fraud detection.

Evaluate the legal environment for liability related to financial audits and the proactive activities that a professional may take to prevent litigation.

Use technology and information resources to research issues in auditing.

Write clearly and concisely about auditing using proper writing mechanics.

Grading for this assignment will be based on answer quality, logic / organization of the paper, and language and writing skills, using the following rubric found here.

Grading for this assignment will be based on answer quality, logic / organization of the paper, and language and writing skills, using the following rubric.

Points: 360	Assignment 3: Freescale Semiconductors, Inc.
Criteria	Unacceptable Below 70% F	Fair 70-79% C	Proficient 80-89% B	Exemplary 90-100% A
1. Give your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Support the rationale. Weight: 10%	Did not submit or incompletely gave your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Did not submit or incompletely supported the rationale.	Partially gave your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Partially supported the rationale.	Satisfactorily gave your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Satisfactorily supported the rationale.	Thoroughly gave your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Thoroughly supported the rationale.
2. Suggest three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Provide a rationale to support the suggestion. Weight: 15%	Did not submit or incompletely suggested three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Did not submit or incompletely provided a rationale to support the suggestion.	Partially suggested three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Partially provided a rationale to support the suggestion.	Satisfactorily suggested three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Satisfactorily provided a rationale to support the suggestion.	Thoroughly suggested three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Thoroughly provided a rationale to support the suggestion.
3. Determine the key internal controls needed over the communication of confidential information to outside parties, and analyze the manner in which these controls act as a deterrent to fraudulent activities. Weight: 15%	Did not submit or incompletely determined the key internal controls needed over the communication of confidential information to outside parties; did not submit or incompletely analyzed the manner in which these controls act as a deterrent to fraudulent activities.	Partially determined the key internal controls needed over the communication of confidential information to outside parties; partially analyzed the manner in which these controls act as a deterrent to fraudulent activities.	Satisfactorily determined the key internal controls needed over the communication of confidential information to outside parties; satisfactorily analyzed the manner in which these controls act as a deterrent to fraudulent activities.	Thoroughly determined the key internal controls needed over the communication of confidential information to outside parties; thoroughly analyzed the manner in which these controls act as a deterrent to fraudulent activities.
4. Pretend you are Donna Murdoch in this case study and propose an alternative plan to act on the leaked information. Next, recommend one (1) strategy to communicate the alternative plan and determine whom the plan should be communicated with. Justify the response. Weight: 15%	Did not submit or incompletely pretended you are Donna Murdoch in this case study and did not submit or incompletely proposed an alternative plan to act on the leaked information. Did not submit or incompletely recommended one (1) strategy to communicate the alternative plan and determine whom the plan should be communicated with. Did not submit or incompletely justified the response.	Partially pretended you are Donna Murdoch in this case study and partially proposed an alternative plan to act on the leaked information. Partially recommended one (1) strategy to communicate the alternative plan and determine whom the plan should be communicated with. Partially justified the response.	Satisfactorily pretended you are Donna Murdoch in this case study and satisfactorily proposed an alternative plan to act on the leaked information. Satisfactorily recommended one (1) strategy to communicate the alternative plan and determine whom the plan should be communicated with. Satisfactorily justified the response.	Thoroughlypretended you are Donna Murdoch in this case study and thoroughly proposed an alternative plan to act on the leaked information. Thoroughly recommended one (1) strategy to communicate the alternative plan and determine whom the plan should be communicated with. Thoroughly justified the response.
5. In this case study, E&Y was providing a consulting service to The Blackstone Group related to its planned acquisition of Freescale Semiconductor. Compare and contrast the different auditor??s professional responsibilities between consulting engagements and audit engagements. Weight: 10%	Did not submit or incompletely compared and contrasted the different auditor??s professional responsibilities between consulting engagements and audit engagements.	Partially compared and contrasted the different auditor??s professional responsibilities between consulting engagements and audit engagements.	Satisfactorilycompared and contrasted the different auditor??s professional responsibilities between consulting engagements and audit engagements.	Thoroughly compared and contrasted the different auditor??s professional responsibilities between consulting engagements and audit engagements.
6. Take a position on whether more legislative and / or regulatory agency oversight will increase or decrease corporate fraud. Provide a rationale to support the position. Weight: 10%	Did not submit or incompletely took a position on whether more legislative and / or regulatory agency oversight will increase or decrease corporate fraud. Did not submit or incompletely provided a rationale to support the position.	Partially took a position on whether more legislative and / or regulatory agency oversight will increase or decrease corporate fraud. Partially provided a rationale to support the position.	Satisfactorily took a position on whether more legislative and / or regulatory agency oversight will increase or decrease corporate fraud. Satisfactorily provided a rationale to support the position.	Thoroughly took a position on whether more legislative and / or regulatory agency oversight will increase or decrease corporate fraud. Thoroughly provided a rationale to support the position.
7. 2 references (or number in the assignment) Weight: 5%	No references provided	Does not meet the required number of references; some or all references poor quality choices.	Meets number of required references; all references high quality choices.	Exceeds number of required references; all references high quality choices.
8. Writing Mechanics, Grammar, and Formatting Weight: 5%	Serious and persistent errors in grammar, spelling, punctuation, or formatting.	Partially free of errors in grammar, spelling, punctuation, or formatting.	Mostly free of errors in grammar, spelling, punctuation, or formatting.	Error free or almost error free grammar, spelling, punctuation, or formatting.
9. Appropriate use of APA in-text citations and reference section Weight: 5%	Lack of in-text citations and / or lack of reference section.	In-text citations and references are provided, but they are only partially formatted correctly in APA style.	Most in-text citations and references are provided, and they are generally formatted correctly in APA style.	In-text citations and references are error free or almost error free and consistently formatted correctly in APA style.
10. Information Literacy/Integration of Sources Weight: 5%	Serious errors in the integration of sources, such as intentional or accidental plagiarism, or failure to use in-text citations.	Sources are partially integrated using effective techniques of quoting, paraphrasing, and summarizing.	Sources are mostly integrated using effective techniques of quoting, paraphrasing, and summarizing.	Sources are consistently integrated using effective techniques of quoting, paraphrasing, and summarizing.
11. Clarity and Coherence of Writing Weight: 5%	Information is confusing to the reader and fails to include reasons and evidence that logically support ideas.	Information is partially clear with minimal reasons and evidence that logically support ideas.	Information is mostly clear and generally supported with reasons and evidence that logically support ideas.	Information is provided in a clear, coherent, and consistent manner with reasons and evidence that logically support ideas.

CASE 9.1

Freescale Semiconductor, Inc.

Who will guard the guardians?

Juvenal

During the summer of 2006, a syndicate of investors led by The Blackstone Group, one of Wall Street?s largest private equity investment firms, initiated a secret plan to acquire Freescale Semiconductor. Based in Austin, Texas, Freescale is among the world?s largest producers of semiconductors and for decades was a subsidiary of Motorola, Inc., the large electronics company. In July 2004, Motorola spun off Freescale in one of that year?s largest initial public offerings.

Blackstone retained Ernst & Young (E&Y) to serve as a consultant for the planned buyout of Freescale. Among other services, Blackstone wanted E&Y to review Freescale?s human resource functions and to make recommendations on how to streamline and strengthen those functions following the acquisition. James Gansman, a partner in E&Y?s Transaction Advisory Services (TAS ) division, was responsible for overseeing that facet of the engagement.

Similar to the other Big Four accounting firms, E&Y became involved in the investment banking industry during the 1990s. In fact, by the late 1990s, the small fraternity of accounting firms could boast of having two of the largest investment banking practices in the world, at least in terms of the annual number of consulting engagements involving merger and acquisition (M&A) deals. In 1998, KPMG consulted on 430 M&A transactions, exactly one more than the number of such engagements that year for PricewaterhouseCoopers (PwC). Despite those impressive numbers, KPMG and PwC had not established themselves as dominant firms in the investment banking industry.

In 1998, the total dollar volume of the M&A engagements on which KPMG and PwC consulted was $1.65 billion and $1.24 billion, respectively. Those numbers paled in comparison to the annual dollar value of M&A transactions for industry giants such as Goldman Sachs, which was involved in M&A deals valued collectively at nearly $400 billion in 1998. At the time, Goldman Sachs, Lehman Brothers, Morgan Stanley, and the other major investment banking firms consulted exclusively on ?mega? or multibillion-dollar M&A engagements. By contrast, the ?low end? of the M&A market-in which the Big Four firms competed?typically involved transactions measured in a few million dollars.

E&Y?s involvement in the huge Freescale M&A deal was a major coup for the Big Four firm. When the transaction was consummated in December 2006, the price paid for the company by the investment syndicate led by The Blackstone Group approached $18 billion. That price tag made it the largest private takeover of a technology company to that point in time as well as one of the ten largest corporate takeovers in U.S. history.

Not surprisingly, Blackstone demanded strict confidentiality from E&Y and the other financial services firms that it retained to be involved in the planned acquisition of Freescale. James Gansman, for example, was told that Blackstone wanted the transaction to be ?super confidential? and was instructed in an internal E&Y e-mail to ?not breathe the name of the target [Freescale] outside of the [engagement] team.?¹

During June and July 2006 while he was working on the Freescale engagement, Gansman passed ?inside information about the pending transaction?² to Donna Murdoch, a close friend who worked in the investment banking industry. An FBI investigation revealed that Gansman and Murdoch ?communicated over 400 times via telephone and text messages?³ in the weeks leading up to the September 11, 2006, announcement that the Blackstone investment syndicate intended to acquire Freescale. In that time span, Murdoch purchased hundreds of Freescale stock options, which she cashed in on September 11?12, 2006, realizing a windfall profit of $158,000.

The FBI also determined that between May 2006 and December 2007 Gansman provided Murdoch with information regarding six other M&A transactions on which E&Y consulted. In total, Murdoch used that inside information to earn nearly $350,000 in the stock market. Murdoch gave that information to three other individuals, including her father, who also used it to produce significant stock market profits.

Published reports indicate that Murdoch became involved in the insider trading scheme to help make the large monthly payments on a $1.45 million subprime mortgage on her home. The funds she initially used to ?play the market? were provided to her by one of the individuals to whom she disclosed the inside information given to her by James Gansman. In addition, Gansman at one point loaned her $25,000.

The Securities and Exchange Commission (SEC) uses sophisticated software programs to detect suspicious trading activity in securities listed on stock exchanges. In early 2007, the SEC placed Murdoch on its ?watch list? of individuals potentially involved in insider trading and began scrutinizing her stock market transactions. Information collected by the SEC resulted in criminal charges being filed against Murdoch. In December 2008, she pleaded guilty to 15 counts of securities fraud and two related charges.

In May 2009, Murdoch served as one of the prosecution?s principal witnesses against Gansman in a criminal trial held in a New York federal court. During the trial, Gansman testified that he had been unaware that Murdoch was acting on the information he had supplied her. Defense counsel also pointed out that Gansman had not personally profited from any of the inside information that he had been privy to during his tenure with E&Y. Nevertheless, the federal jury convicted Gansman of six counts of securities fraud. A federal judge later sentenced him to a prison term of one year and one day.

EPILOGUE

In October 2007, the surging stock market produced an all-time high of 14,164.53 for the Dow Jones Industrial Average. One year later, stock prices began plummeting in the face of an economic crisis triggered by the collapsing housing and subprime mortgage markets in the United States. The frenzied stock market over this time frame produced a record number of insider trading cases as unprincipled investors either attempted to make a ?fast buck? when stock prices were trending ever higher or attempted to mitigate their losses when stock prices began nosediving.

Personnel at all levels of the Big Four accounting firms routinely gain access to highly confidential inside information, information that can be used to gain an unfair advantage over other stock market investors. Unfortunately for the accounting profession, James Gansman is not the only partner or employee of one of those firms who has been implicated recently in a major insider trading scandal.

In January 2008, the SEC charged two former PwC employees with using confidential client information to earn large profits in the stock market. One of the individuals was on PwC?s audit staff, while the other was assigned to PwC?s Transaction Services group, the PwC division comparable to E&Y?s TAS department.⁴ The individual in the Transactions Services group accessed the confidential information while working on several M&A consulting engagements for PwC. He then provided that information to his friend on PwC?s audit staff, who relied on it to purchase securities of companies that were acquisition targets. This latter individual?s name was recognized by a PwC audit partner when he was reviewing a list of securities transactions for a client that another company was attempting to acquire. The audit partner informed the SEC, which then filed insider trading charges against the two friends.

In November 2010, the U.S. Department of Justice filed insider trading charges against a former Deloitte tax partner and his wife, who had also been employed by that firm.⁵ The couple allegedly obtained confidential information regarding seven Deloitte clients that were involved in M&A transactions. According to the SEC, the couple communicated that information to family members living in Europe who then engaged in securities involving the companies that were parties to those transactions. The SEC reported that the former Deloitte partner and his wife netted more than $3 million in stock market gains between 2006 and 2008 from the insider trading scheme, while their British relatives netted more than $20 million in profits.⁶ In investigating this case, the Justice Department and SEC sought and received the cooperation of the Financial Services Authority, the British agency charged with regulating Great Britain?s securities markets.

To date, the most publicized case of insider trading directly linked to the accounting profession involved Thomas Flanagan, a former vice chairman of Deloitte who spent 38 years with that firm. In October 2008, Deloitte announced that it was suing Flanagan for allegedly trading in the securities of at least 12 Deloitte audit clients for which he had served as an ?advisory?⁷ partner.

Deloitte claims that Flanagan held and traded securities of his own clients for the past three years. The firm alleges he bought one of his client?s stock one week before it announced an acquisition of a public company. He is also accused of violating the firm?s independence and conflict-of-interest policies and hiding his personal securities holdings from Deloitte. In his role as an advisory partner, he attended the audit committee meetings of seven of the twelve clients affected.⁸

Press reports indicated that the clients linked to the allegations surrounding Flanagan included Allstate, Best Buy, Motorola, Sears, and Walgreens.

In August 2010, the SEC announced that it had settled insider trading charges that it had filed against Flanagan. The terms of the settlement required Flanagan to pay more than $1 million in fines and penalties. Flanagan consented to the settlement without admitting or denying the SEC?s allegations. Flanagan?s son, who had allegedly made securities trades based upon inside information given to him by his father, reached a similar settlement with the SEC and paid fines and penalties of approximately $120,000. Other litigation cases linked to Flanagan?s alleged indiscretions are still ongoing, including the lawsuit that Deloitte filed against him.

Assignment 3: Freescale Semiconductors, Inc. Review the Freescale Semiconductor case in your textbook. Prepare a twelve to twenty (12-20) slide PowerPoint presentation with speaker notes in which you: 1. 2. 3. 4. 5. 6. 7. Give your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Support the rationale. Suggest three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Provide a rationale to support the suggestion. In this case study, leaked merger and acquisition information was used to enable the fraud. Determine the key internal controls needed over the communication of confidential information to outside parties, and analyze the manner in which these controls act as a deterrent to fraudulent activities. Pretend you are Donna Murdoch in this case study and propose an alternative plan to act on the leaked information. Next, recommend one (1) strategy to communicate the alternative plan and determine whom the plan should be communicated with. Justify the response. In this case study, E&Y was providing a consulting service to The Blackstone Group related to its planned acquisition of Freescale Semiconductor. Compare and contrast the different auditor's professional responsibilities between consulting engagements and audit engagements. Take a position on whether more legislative and/or regulatory agency oversight will increase or decrease corporate fraud. Provide a rationale to support the position. Use at least two (2) quality academic resources in this assignment. Note: Wikipedia and similar type Websites do not qualify as academic resources. Your assignment must follow these formatting requirements: Apply APA standards to citation of sources No more than four (4) bullets per slide No more than six (6) words per bullet Headings:Times New Roman Font:36 Points Bullets:Times New Roman Font:24 Points Add bulleted speakers notes Include a cover page containing the title of the assignment, the student's name, the professor's name, the course title, and the date. The specific course learning outcomes associated with this assignment are: Examine the various types of financial fraud and the auditor's responsibilities related to fraud detection. Evaluate the legal environment for liability related to financial audits and the proactive activities that a professional may take to prevent litigation. Use technology and information resources to research issues in auditing. Write clearly and concisely about auditing using proper writing mechanics. Grading for this assignment will be based on answer quality, logic / organization of the paper, and language and writing skills, using the following rubric found here. Grading for this assignment will be based on answer quality, logic / organization of the paper, and language and writing skills, using the following rubric. Points: 360 Assignment 3: Freescale Semiconductors, Inc. Unaccepta ble Fair Proficient Exemplary 70-79% C 80-89% B 90-100% A Did not submit or incompletely gave your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Did not submit or incompletely supported the rationale. Partially gave your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Partially supported the rationale. Satisfactorily gave your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Satisfactorily supported the rationale. Thoroughly gave your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Thoroughly supported the rationale. Did not submit or incompletely suggested three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Did not submit or Partially suggested three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Partially provided a Satisfactorily suggested three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Satisfactorily provided a rationale to support the suggestion. Thoroughly suggested three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Thoroughly provided a rationale to support the suggestion. Criteria Below 70% F 1. Give your opinion as to whether or not additional laws and harsher penalties on financial fraud can eliminate or mitigate financial fraud. Support the rationale. Weight: 10% 2. Suggest three (3) new strategies that you believe the government can implement to eliminate or mitigate insider trading. Provide a rationale to support the suggestion. Weight: 15% 3. Determine the key internal controls needed over the communication of confidential information to outside parties, and analyze the manner in which these controls act as a deterrent to fraudulent activities. Weight: 15% 4. Pretend you are Donna Murdoch in this case study and propose an alternative plan to act on the leaked information. Next, recommend one (1) strategy to communicate the alternative plan and determine whom the plan should be communicated with. Justify the response. Weight: 15% incompletely provided a rationale to support the suggestion. rationale to support the suggestion. Did not submit or incompletely determined the key internal controls needed over the communicatio n of confidential information to outside parties; did not submit or incompletely analyzed the manner in which these controls act as a deterrent to fraudulent activities. Partially determined the key internal controls needed over the communicati on of confidential information to outside parties; partially analyzed the manner in which these controls act as a deterrent to fraudulent activities. Satisfactorily determined the key internal controls needed over the communication of confidential information to outside parties; satisfactorily analyzed the manner in which these controls act as a deterrent to fraudulent activities. Thoroughly determined the key internal controls needed over the communication of confidential information to outside parties; thoroughly analyzed the manner in which these controls act as a deterrent to fraudulent activities. Did not submit or incompletely pretended you are Donna Murdoch in this case study and did not submit or incompletely proposed an alternative plan to act on the leaked information. Did not submit or incompletely recommende d one (1) strategy to communicate the alternative plan and Partially pretended you are Donna Murdoch in this case study and partially proposed an alternative plan to act on the leaked information. Partially recommend ed one (1) strategy to communicat e the alternative plan and determine whom the plan should be Satisfactorily pretended you are Donna Murdoch in this case study and satisfactorily proposed an alternative plan to act on the leaked information. Satisfactorily recommended one (1) strategy to communicate the alternative plan and determine whom the plan should be communicated with. Satisfactorily justified the response. Thoroughlypreten ded you are Donna Murdoch in this case study and thoroughly proposed an alternative plan to act on the leaked information. Thoroughly recommended one (1) strategy to communicate the alternative plan and determine whom the plan should be communicated with. Thoroughly justified the response. 5. In this case study, E&Y was providing a consulting service to The Blackstone Group related to its planned acquisition of Freescale Semiconductor. Compare and contrast the different auditors professional responsibilities between consulting engagements and audit engagements. Weight: 10% determine whom the plan should be communicate d with. Did not submit or incompletely justified the response. communicat ed with. Partially justified the response. Did not submit or incompletely compared and contrasted the different auditors professional responsibilitie s between consulting engagements and audit engagements . Partially compared and contrasted the different auditors professional responsibiliti es between consulting engagement s and audit engagement s. Satisfactorilycompa red and contrasted the different auditors professional responsibilities between consulting engagements and audit engagements. Thoroughly compared and contrasted the different auditors professional responsibilities between consulting engagements and audit engagements. 6. Take a position on whether more legislative and / or regulatory agency oversight will increase or decrease corporate fraud. Provide a rationale to support the position. Weight: 10% 7. 2 references (or number in the assignment) Did not submit or incompletely took a position on whether more legislative and / or regulatory agency oversight will increase or decrease corporate fraud. Did not submit or incompletely provided a rationale to support the position. Partially took a position on whether more legislative and / or regulatory agency oversight will increase or decrease corporate fraud. Partially provided a rationale to support the position. Satisfactorily took a position on whether more legislative and / or regulatory agency oversight will increase or decrease corporate fraud. Satisfactorily provided a rationale to support the position. Thoroughly took a position on whether more legislative and / or regulatory agency oversight will increase or decrease corporate fraud. Thoroughly provided a rationale to support the position. No references provided Does not meet the required number of references; some or all references poor quality choices. Meets number of required references; all references high quality choices. Exceeds number of required references; all references high quality choices. Serious and persistent errors in grammar, spelling, punctuation, or formatting. Partially free of errors in grammar, spelling, punctuation, or formatting. Mostly free of errors in grammar, spelling, punctuation, or formatting. Error free or almost error free grammar, spelling, punctuation, or formatting. Lack of in-text citations and / or lack of reference section. In-text citations and references are provided, but they are only partially formatted correctly in APA style. Most in-text citations and references are provided, and they are generally formatted correctly in APA style. In-text citations and references are error free or almost error free and consistently formatted correctly in APA style. Serious errors in the Sources are partially Sources are mostly integrated using Sources are consistently Weight: 5% 8. Writing Mechanics, Grammar, and Formatting Weight: 5% 9. Appropriate use of APA intext citations and reference section Weight: 5% 10. Information Literacy/Integrat ion of Sources Weight: 5% integration of sources, such as intentional or accidental plagiarism, or failure to use in-text citations. integrated using effective techniques of quoting, paraphrasin g, and summarizing . effective techniques of quoting, paraphrasing, and summarizing. integrated using effective techniques of quoting, paraphrasing, and summarizing. Information is mostly clear and generally supported with reasons and evidence that logically support ideas. Information is provided in a clear, coherent, and consistent manner with reasons and evidence that logically support ideas. 11. Clarity and Coherence of Writing Weight: 5% Information is confusing to the reader and fails to include reasons and evidence that logically support ideas. Information is partially clear with minimal reasons and evidence that logically support ideas. CASE 9.1 Freescale Semiconductor, Inc. Who will guard the guardians? Juvenal During the summer of 2006, a syndicate of investors led by The Blackstone Group, one of Wall Street's largest private equity investment firms, initiated a secret plan to acquire Freescale Semiconductor. Based in Austin, Texas, Freescale is among the world's largest producers of semiconductors and for decades was a subsidiary of Motorola, Inc., the large electronics company. In July 2004, Motorola spun off Freescale in one of that year's largest initial public offerings. Blackstone retained Ernst & Young (E&Y) to serve as a consultant for the planned buyout of Freescale. Among other services, Blackstone wanted E&Y to review Freescale's human resource functions and to make recommendations on how to streamline and strengthen those functions following the acquisition. James Gansman, a partner in E&Y's Transaction Advisory Services (TAS ) division, was responsible for overseeing that facet of the engagement. Similar to the other Big Four accounting firms, E&Y became involved in the investment banking industry during the 1990s. In fact, by the late 1990s, the small fraternity of accounting firms could boast of having two of the largest investment banking practices in the world, at least in terms of the annual number of consulting engagements involving merger and acquisition (M&A) deals. In 1998, KPMG consulted on 430 M&A transactions, exactly one more than the number of such engagements that year for PricewaterhouseCoopers (PwC). Despite those impressive numbers, KPMG and PwC had not established themselves as dominant firms in the investment banking industry. In 1998, the total dollar volume of the M&A engagements on which KPMG and PwC consulted was $1.65 billion and $1.24 billion, respectively. Those numbers paled in comparison to the annual dollar value of M&A transactions for industry giants such as Goldman Sachs, which was involved in M&A deals valued collectively at nearly $400 billion in 1998. At the time, Goldman Sachs, Lehman Brothers, Morgan Stanley, and the other major investment banking firms consulted exclusively on \"mega\" or multibillion-dollar M&A engagements. By contrast, the \"low end\" of the M&A market-in which the Big Four firms competed-typically involved transactions measured in a few million dollars. E&Y's involvement in the huge Freescale M&A deal was a major coup for the Big Four firm. When the transaction was consummated in December 2006, the price paid for the company by the investment syndicate led by The Blackstone Group approached $18 billion. That price tag made it the largest private takeover of a technology company to that point in time as well as one of the ten largest corporate takeovers in U.S. history. Not surprisingly, Blackstone demanded strict confidentiality from E&Y and the other financial services firms that it retained to be involved in the planned acquisition of Freescale. James Gansman, for example, was told that Blackstone wanted the transaction to be \"super confidential\" and was instructed in an internal E&Y e-mail to \"not breathe the name of the target [Freescale] outside of the [engagement] team.\"1 During June and July 2006 while he was working on the Freescale engagement, Gansman passed \"inside information about the pending transaction\"2 to Donna Murdoch, a close friend who worked in the investment banking industry. An FBI investigation revealed that Gansman and Murdoch \"communicated over 400 times via telephone and text messages\" 3 in the weeks leading up to the September 11, 2006, announcement that the Blackstone investment syndicate intended to acquire Freescale. In that time span, Murdoch purchased hundreds of Freescale stock options, which she cashed in on September 11-12, 2006, realizing a windfall profit of $158,000. The FBI also determined that between May 2006 and December 2007 Gansman provided Murdoch with information regarding six other M&A transactions on which E&Y consulted. In total, Murdoch used that inside information to earn nearly $350,000 in the stock market. Murdoch gave that information to three other individuals, including her father, who also used it to produce significant stock market profits. Published reports indicate that Murdoch became involved in the insider trading scheme to help make the large monthly payments on a $1.45 million subprime mortgage on her home. The funds she initially used to \"play the market\" were provided to her by one of the individuals to whom she disclosed the inside information given to her by James Gansman. In addition, Gansman at one point loaned her $25,000. The Securities and Exchange Commission (SEC) uses sophisticated software programs to detect suspicious trading activity in securities listed on stock exchanges. In early 2007, the SEC placed Murdoch on its \"watch list\" of individuals potentially involved in insider trading and began scrutinizing her stock market transactions. Information collected by the SEC resulted in criminal charges being filed against Murdoch. In December 2008, she pleaded guilty to 15 counts of securities fraud and two related charges. In May 2009, Murdoch served as one of the prosecution's principal witnesses against Gansman in a criminal trial held in a New York federal court. During the trial, Gansman testified that he had been unaware that Murdoch was acting on the information he had supplied her. Defense counsel also pointed out that Gansman had not personally profited from any of the inside information that he had been privy to during his tenure with E&Y. Nevertheless, the federal jury convicted Gansman of six counts of securities fraud. A federal judge later sentenced him to a prison term of one year and one day. EPILOGUE In October 2007, the surging stock market produced an all-time high of 14,164.53 for the Dow Jones Industrial Average. One year later, stock prices began plummeting in the face of an economic crisis triggered by the collapsing housing and subprime mortgage markets in the United States. The frenzied stock market over this time frame produced a record number of insider trading cases as unprincipled investors either attempted to make a \"fast buck\" when stock prices were trending ever higher or attempted to mitigate their losses when stock prices began nosediving. Personnel at all levels of the Big Four accounting firms routinely gain access to highly confidential inside information, information that can be used to gain an unfair advantage over other stock market investors. Unfortunately for the accounting profession, James Gansman is not the only partner or employee of one of those firms who has been implicated recently in a major insider trading scandal. In January 2008, the SEC charged two former PwC employees with using confidential client information to earn large profits in the stock market. One of the individuals was on PwC's audit staff, while the other was assigned to PwC's Transaction Services group, the PwC division comparable to E&Y's TAS department.4 The individual in the Transactions Services group accessed the confidential information while working on several M&A consulting engagements for PwC. He then provided that information to his friend on PwC's audit staff, who relied on it to purchase securities of companies that were acquisition targets. This latter individual's name was recognized by a PwC audit partner when he was reviewing a list of securities transactions for a client that another company was attempting to acquire. The audit partner informed the SEC, which then filed insider trading charges against the two friends. In November 2010, the U.S. Department of Justice filed insider trading charges against a former Deloitte tax partner and his wife, who had also been employed by that firm. 5 The couple allegedly obtained confidential information regarding seven Deloitte clients that were involved in M&A transactions. According to the SEC, the couple communicated that information to family members living in Europe who then engaged in securities involving the companies that were parties to those transactions. The SEC reported that the former Deloitte partner and his wife netted more than $3 million in stock market gains between 2006 and 2008 from the insider trading scheme, while their British relatives netted more than $20 million in profits. 6 In investigating this case, the Justice Department and SEC sought and received the cooperation of the Financial Services Authority, the British agency charged with regulating Great Britain's securities markets. To date, the most publicized case of insider trading directly linked to the accounting profession involved Thomas Flanagan, a former vice chairman of Deloitte who spent 38 years with that firm. In October 2008, Deloitte announced that it was suing Flanagan for allegedly trading in the securities of at least 12 Deloitte audit clients for which he had served as an \"advisory\"7 partner. Deloitte claims that Flanagan held and traded securities of his own clients for the past three years. The firm alleges he bought one of his client's stock one week before it announced an acquisition of a public company. He is also accused of violating the firm's independence and conflict-of-interest policies and hiding his personal securities holdings from Deloitte. In his role as an advisory partner, he attended the audit committee meetings of seven of the twelve clients affected.8 Press reports indicated that the clients linked to the allegations surrounding Flanagan included Allstate, Best Buy, Motorola, Sears, and Walgreens. In August 2010, the SEC announced that it had settled insider trading charges that it had filed against Flanagan. The terms of the settlement required Flanagan to pay more than $1 million in fines and penalties. Flanagan consented to the settlement without admitting or denying the SEC's allegations. Flanagan's son, who had allegedly made securities trades based upon inside information given to him by his father, reached a similar settlement with the SEC and paid fines and penalties of approximately $120,000. Other litigation cases linked to Flanagan's alleged indiscretions are still ongoing, including the lawsuit that Deloitte filed against him