What other? I need just help with part b.

EXHIBIT 3.12 Accountant Takes on Halliburton and Wins The story begins less than one year earlier when Menendez was hired as the Director of Technical Accounting Research and Training at Halliburton. Only months before that, Halliburton had settled with the U.S. Securities and Exchange Commission (SEC) after a two-year accounting probe. It didn't take long for Menendez to realize the company was violating some very basic accounting revenue recognition rules. Halliburton contracts with energy companies like Royal Dutch Shell and BP to find and exploit huge oil and gas fields. It sells services of its geologists and engineers who work intricate machinery that Halliburton built and sold to its customers. The company's accountants had been (Continued) Chapter 3 Onganizational Ethics and Corporate Govemance 156 allowing the company to count the full value of the equipment right away as revenue, sometimes even before it had assembled the equipment. But the customers could walk away in the middle of the contracts. Also, Menendez knew that if the equipment were damaged, Halliburton, not the customer, absorbed the loss. Menendez recommended the company walt until the work was completed to record the equipment sales as revenue. Even though top Halliburton accounting executives, Including Halliburton's chief accounting officer, Mark McCollum, agreed with Menendez's analysis, they didn't act to correct the accounting because of concern about its impact in slowing revenue growth. Later, an outside expert, Doug Carmichael, the former chief accountant of the Public Company Accounting Oversight Board (PCAOB), would agree with Menendez. In meetings with an executive who worked for Menendez, James Paquette, the two agreed on the revenue recognition issue. But other groups in accounting were fighting them. Paquette was concerned what would happen even if they made a convincing case and still the other accountants and executives didn't budge. Menendez had replied that he hoped that wouldn't happen, but that there were "avenues for us to hold up our integrity. On July 18, 2005, Menendez turned on a digital recorder, put it in the front pocket of his slacks. and walked Into a meeting with McCollum. Even though McCollum had indicated that Menendez's position had merits, he told Menendez that the approach he was using and memo he had prepared on the matter was wrong. He was making his colleagues feel stupid and needed to be more collegial. He told Menendez that the Hallburton team, working with the external auditors from KPMG, had reached a different conclusion. He also offered that Menendez shouldn't put things in writing and had to be more "circumspect about the use of e-mail to communicate." He finished by telling Menendez that he wasn't asking him to compromise his ethics and compromise the position he felt so strongly about Menendez waited to see what would happen. Given that billions in equipment sales were involved, he knew this was no trivial matter. Finally, in the fall he realized nothing would happen. The company had justified its accounting treatment by indicating that the equipment sitting in Halliburton's warehouses was "customer-owned inventory." Menendez agonized and several days later filed a confidential complaint with the SEC in November 2005. He spoke to the SEC about the matter and was told to go to the audit committee. Menendez assumed the SEC would take action, but nothing seemed to occur, until February 4, 2006, when he heard the SEC was poking around. Unbeknownst to Menendez, his complaint went to the Halliburton legal department as well as the board committee, an apparent violation of company policy. The audit committee was. supposed to keep such reports confidential. A few days later, the SEC notified the company that it had opened an investigation into the company's revenue recognition. Then, the e-mail from McCollum got distributed. Halliburton's general counsel sald "the SEC is investigating Mr Menendez's complaints" to the company's chief financial officer, KPMG, other top executives, and McCollum. McCollum had forwarded it to at least 15 of Menendez's colleagues in accounting. As far as Halliburton was concerned, they had a traitor in their ranks The ramifications were immediate. Menendez was stripped of his responsibilities and became a pariah at the firm. Halliburton contracted with an outside law firm to conduct an "investigation. Not surprisingly, it cleared the company. The SEC informed Halliburton it would not bring any enforcement action against it. Menendez went back to the SEC to no avail. The commission wouldn't even accept the documents he had provided. Finally, he felt he had to leave Halliburton having been punished for blowing the whistle. He broughta claim under SOX in May 2006 based on retaliation, but the government would not take up his case. He brought separate lawsuits, but lost. He persisted even when others told him he had no chance of prevailing. No one would take his case. Finally, he decided to represent himself in the appeals process. It went on for three years. In September (Continued 2011, the administrative laws appeals panel had ruled. It overturned the original trial judge. After five years, Menendez had his first victory Halliburton appealed the reversal. Another two years went by and in April 2013, the appeals panel ruled that he had been retaliated against for blowing the whistle, just as he had argued all along. Menendez acted on principle in his quest for the truth. He only wanted to be proven right so he had asked for a token sum. The panel, noting the importance of punishing retaliations against whistleblowers, awarded him $30,000. Menendez ultimately got a job at General Motors based on a recommendation from the expert witness,Doug Carmichael. GM's chief accounting officer who hired Menendez was quoted as telling him it took a lot of courage to stand tall and the company needed people with high integrity who would work hard and were trustworthy. Menendez still works at GM. Halliburton has thrived, never being penalized by the SEC. In 2014, the company generated $3.5 billion in profit on $33 billion in revenue. (b) Once KPMG learned that Menendez had provided a complaint to Halliburton's audit committee highlighting questionable accounting and auditing practices, the KPMG audit partner instructed the audit team members to avoid communications with Menendez. How would you characterize those actions ethically and professionally