Companies are supposed to tell shareholders about risks to their investments...

Brownout

Joined Jan 10, 2012
2,390
Title IV
(b) COMMISSION RULES ON PRO FORMA FIGURES.—Not later than 180 days after the date of enactment of the Sarbanes-Oxley Act fo 2002, the Commission shall issue final rules providing that pro forma financial information included in any periodic or other report filed with the Commission pursuant to the securities laws, or in any public disclosure or press or other release, shall be presented in a manner that— (1) does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the pro forma financial information, in light of the circumstances under which it is presented, not misleading
In plain english, If a company reports beneficial business conditions, but fails to report known information that could adversely affect valuation, then they have ommited material fact necessary to make the information not misleading.

But the NYAG isn't pursuing charges under S-O. They are using the Martin Act, which is design to prevent fraud in reporting:

The words ‘fraud’ and ‘fraudulent practice,’ in this connection should, therefore, be given a wide meaning so as to include all acts, although not originating in any actual evil design or contrivance to perpetrate fraud or injury upon others, which do by their tendency to deceive or mislead the purchasing public come within the purpose of the law.
 

JoeJester

Joined Apr 26, 2005
4,390
I see you continue to ignore my question. Do you think publicly traded companies are allowed to withhold material information that could affect valuation, or not?
They must be in compliance with the Sarbanes-Oxley Act. If not, they are subject to prosecution. That was the whole dam purpose of that act. I do not think that they are required to be an "open" book with respect to their research. Show me ONE company that is an OPEN book?
 

JoeJester

Joined Apr 26, 2005
4,390
Title IV of what? Brownout's memoirs?

Title IV of the U.S. Code is federal financial aid for students.

In plain english, If a company reports beneficial business conditions, but fails to report known information that could adversely affect valuation, then they have ommited material fact necessary to make the information not misleading.
Just because your opinion that 1970 research could adversely affect 2016's valuation doesn't mean they are legally liable to release research older than half their workforce. Show me the records retention rules for any business that requires "research records" retention.

New York General Business Law Article 23-A
§ 352-c. Prohibited acts constituting misdemeanor; felony
Which portion of the "Martin Act" do you suspect Exxon has violated?

Have you read the 2014 Exxon Financial statement?
Where have they committed fraud?
 
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Brownout

Joined Jan 10, 2012
2,390
They must be in compliance with the Sarbanes-Oxley Act. If not, they are subject to prosecution. That was the whole dam purpose of that act. I do not think that they are required to be an "open" book with respect to their research. Show me ONE company that is an OPEN book?
Evading the question. Do you think I publically traded company is allowed to hide information that could affect it's valuation?
 

Brownout

Joined Jan 10, 2012
2,390
Title IV of what? Brownout's memoirs?

Title IV of the U.S. Code is federal financial aid for students.
Forget your question already?



Just because your opinion that 1970 research could adversely affect 2016's valuation doesn't mean they are legally liable to release research older than half their workforce. Show me the records retention rules for any business that requires "research records" retention.
That's not what the law says. If they are in possession of the data, they are required to realese it. If they are found to have it, they are liable. If they destroy it now that they are under investigation, they are guilty of fraud.



Which portion of the "Martin Act" do you suspect Exxon has violated?
The quoted part.

Have you read the 2014 Exxon Financial statement?
No I'm not an investor.

Where have they committed fraud?
That's what the investigation will determine.
 
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JoeJester

Joined Apr 26, 2005
4,390
I did answer the question. Twice. First they must be in compliance with the law. Second, I highly doubt there are record retention requirements for old research. If Exxon is doing GAAP, all the expenses are properly listed. I offered three websites about record retention. None of which mentioned research data or reports.

If they are in compliance with the law ... their financial statements and annual reports hold all that they need to hold.

I've read the Sarbanes-Oxley Act and the Martin Act. The NYS AG witch hunt is just that ... a witch hunt where the legislature of NYS gave the AG more authority than required ... but ... the 1921 legislature probably didn't intend the AG to hold a witch hunt.

What is the NYS AG going to say ... Exxon is guilty of having lower production costs resulting in higher valuation of your shares due to Global Warming as they surmised in one scenario back in the 1970s. If you invested 100 in Exxon in 2004, the value of your investment doubled by 2014.

I don't see where Exxon not in compliance with Sarbanes-Oxley or the Martin Act. Absent something germane by an insider, this remains a distraction for all except the NYS AG who is looking for "free" publicity.

We shall see sometime in the future if I'm eating crow.
 
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JoeJester

Joined Apr 26, 2005
4,390
That's not what the law says. If they are in possession of the data, they are required to realese it. If they are found to have it, they are liable. If they destroy it now that they are under investigation, they are guilty of fraud.
Where in the law does it state that "Brownout's opinion" is the defining standard?

Remember, I stated:

Just because your opinion that 1970 research could adversely affect 2016's valuation doesn't mean they are legally liable to release research older than half their workforce. Show me the records retention rules for any business that requires "research records" retention.
 

Brownout

Joined Jan 10, 2012
2,390
I did answer the question. Twice. First they must be in compliance with the law. Second, I highly doubt there are record retention requirements for old research. If Exxon is doing GAAP, all the expenses are properly listed. I offered three websites about record retention. None of which mentioned research data or reports.
I never asked about records retention.

If they are in compliance with the law ... their financial statements and annual reports hold all that they need to hold.
That's completely true, but not what I asked. Are companies allowed to withhold information that could affect their valuation. That's the question I asked, and you refuse to answer. I'm not asking about records keeping or what would happen "if" they were in compliance, I'm simply asking if companies are allowed to withhold. Simple and unanswered.
 

JoeJester

Joined Apr 26, 2005
4,390
I never asked about records retention.
You stated the 70's and 80's climate research should be disclosed. Those are old records. They shared the data to the U.S. Government decades ago and two administrations thanked them for it. If your not required to retain those records, how do they affect the company valuation 30 to 40 years later? Just because some scientists and business entities played some what if scenarios 40 years ago and one of those scenarios affected the valuation (upwards), doesn't mean it should be reported a decade and a half after the Sarbanes-Oxley Act.

By that standard, all those climate change prediction errors should have that research reported. What are those scientists hiding? Let's see the original research papers and data. Their valuation (prediction) was not perfect and they wasted billions of dollars polishing their crystal ball. They ripped of the U.S. taxpayers.

Simple and answered. They must be in compliance with the law. The law states what is required, anything else can be withheld. Are you trying to put industrial espionage out of business?

We shall see if the NYS AG's witch hunt is fruitful.
 
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Brownout

Joined Jan 10, 2012
2,390
Simple and answered. They must be in compliance with the law. The law states what is required, anything else can be withheld
That doesn't answer my question. Of course they must comply with the law. That's a given, and not a question I would ever bother to ask. You haven't answered, you won't answer. You put 100 times more effort into not answering than it would take to answer. You would have made a great politician.

If Exxon didn't disclose their findings to their shareholders in the form of any periodic statement, they violated the law, no matter what they shared with the government, if the information is deemed to possibly influence valuation. They are required to inform share holders, not the government, not the scientific community, not the internal officers, not the CIA, not their grandmother, but share holders in published periodic statements. The investigation doesn't even need old records; if any official operation policies resulted from the research, it must be disclosed to share holders.
 
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wayneh

Joined Sep 9, 2010
16,402
You're way off on your interpretation of the laws. Companies do R&D all the time and the very goal of that research is to ultimately affect valuation. They do NOT have to report their findings, no way, no how.

Suppose Apple studies the transportation market and uses their findings to formulate their strategy for entering that market. They find what why hope will be a multi-billion dollar segment to pursue. Or maybe they decide to stay out. Do you really believe they must disclose their findings to you, or anyone? Absurd. Even most of the employees won't know.

What management IS required to do is to not abuse their access to inside information, to profit at the expense of mere shareholders. That kind of malfeasance is reserved for members of congress.
 

JoeJester

Joined Apr 26, 2005
4,390
If Exxon didn't disclose their findings to their shareholders in the form of any periodic statement, they violated the law
That law wasn't enacted till 2002. Data from two to three decades before is irrelevant. I doubt Exxon is any smarter than any other organization with their predictions, just like the rest of humanity. Your reading that Exxon's decades old data and "what if" scenarios, which at the time was stated to be "uncertain science" is somehow relevant today. So what if they stated something logical that if the ice cap melted, there would be lower construction costs. Duh! People read more into Nostradamus' quatrains claiming all sorts of present day predictions. Why doesn't the NYS AG look into that? It's a fools errand, much like the AG is doing now.

Draw the line where Exxon used their research data to commit fraud. Maybe your just a former Exxon stock investor who got out too early and missed the profits, so your crying for an ex post facto application of the law.

I'll continue my wait and see attitude on this witch hunt. If I'm wrong, I'd be the first to take back my statements. It's up to the NYS AG to prove the guilt.
 

Brownout

Joined Jan 10, 2012
2,390
That law wasn't enacted till 2002. Data from two to three decades before is irrelevant. I doubt Exxon is any smarter than any other organization with their predictions, just like the rest of humanity. Your reading that Exxon's decades old data and "what if" scenarios, which at the time was stated to be "uncertain science" is somehow relevant today.
If they have standing operation directives that are directly influenced by discoveries they made about AGW, but continue to refute the same in the company's guidance, that's relevant.

So what if they stated something logical that if the ice cap melted, there would be lower construction costs. Duh! People read more into Nostradamus' quatrains claiming all sorts of present day predictions.
Or if there is a potential move away from fossil fuels due to concerns about Climate Change, of which they were aware but didn't disclose.


Maybe your just a former Exxon stock investor who got out too early and missed the profits, so your crying for an ex post facto application of the law.
I never owned any Exxon stock that I'm aware of. I don't know what "crying" you're referring to. I've simply stated what the laws says.
 
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Brownout

Joined Jan 10, 2012
2,390
You're way off on your interpretation of the laws. Companies do R&D all the time and the very goal of that research is to ultimately affect valuation. They do NOT have to report their findings, no way, no how.
If they issue major operational directives based on the findings, they damn sure do have to report it. Or, if they have given guidance and later discover something in their research that fundamentally conflicts with the facts they've published to investors, then they must report it. Read the law.
 
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JoeJester

Joined Apr 26, 2005
4,390
If they have standing operation directives that are directly influenced by discoveries they made about AGW, but continue to refute the same in the company's guidance, that's relevant.
IF ... when someone who works for them demonstrates your IF as FACT ... they will be prosecuted. Till then, it's your pipe dream.

Or if there is a potential move away from fossil fuels due to concerns about Climate Change, of which they were aware but didn't disclose.
So they are not allowed to expand their business model to remain in business providing dividends to their stockholders? If they don't budge because of the President's declaration that climate change is now a National Security Issue, the management would be remiss for failing to "protect" their stockholders. Which way do you want it to be?

Your case is WEAK. All I see is supposition.
 

Brownout

Joined Jan 10, 2012
2,390
IF ... when someone who works for them demonstrates your IF as FACT ... they will be prosecuted. Till then, it's your pipe dream.
Unless the investigation turns up something.



So they are not allowed to expand their business model to remain in business providing dividends to their stockholders?
Huh?

If they don't budge because of the President's declaration that climate change is now a National Security Issue, the management would be remiss for failing to "protect" their stockholders. Which way do you want it to be?
No idea what that means, or how it's relevant.

Your case is WEAK. All I see is supposition.
I haven't made a case, or attempted to make one.
 
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