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CPA: Ethical issue about proprietary information

You are a partner in the Denver office of a national public accounting firm. During the audit of one of your clients, you learn that this client is negotiating to sell some of its unproved oil and gas properties to a large investment company, which is an audit client of your New York office.

Your client acquired these properties several years ago at a cost of $15 million. The company drilled several exploratory wells, but found no developable resources. Last year, you and your client agreed that the value of these unproved properties had been "impaired" as defined in paragraph 28 of Financial Accounting Standards Board (FASB) 19. The company wrote the carrying value of the properties down to an estimated realizable value of $9 million and recognized a $6 million loss. You concurred with this treatment and issued an unqualified auditors' report on the company's financial statements.

You are amazed to learn that the sales price for these properties being discussed by your client and the investment company is $42 million. You cannot understand why the investment company would pay such a high price and you wonder what representations your client may have made to the investment company concerning these properties. The management of your client company declines to discuss the details of the negotiations with you, calling them "quite delicate" and correctly pointing out that the future sale of these properties will not affect the financial statements currently under audit.

Summarize the arguments for advising the investment company (through your New York office) that you consider the properties grossly overpriced at $42 million.

Summarize the arguments for remaining silent and not offering any advice to the investment company on this matter.

Express your personal opinion as to the course of action you should take. Support your perspective from the research, additional readings, and prescribed text for the course. Indicate whether the arguments for advising the investment company or remaining silent most influenced your decision. If there is a difference between your personal and professional perspectives, please indicate the rationale for the divergence.

Solution Preview

This is an interesting case and I spent some time reading and thinking about it. There is no clear cut answer, but there are some overriding issues that must be considered:

1. Confidentiality - Rule 301 of the AICPA Rules of Conduct
2. Ethics regarding conflicts of interest

In a black and white world, the rule of dealing with confidential information is relatively clear, even though CPAs don't have the right of privileged communication in most states as attorneys do. Of course, there are exceptions such as a subpoena or disciplinary action by a Board of Accountancy. Courts generally uphold confidentially standards, but there is a larger issue of public trust. Deciding between confidentiality and public trust issues are not yet resolved in the courts, but I suspect future complaints may lean toward public trust, in light of Enron, et al.

The ethics surrounding conflicts of interest are even less clear because opinions would vary about the ...

Solution Summary

The 600-word cited solution discusses the ethical delimma confronting a partner in the Denver office. There is no black or white answer and in fact, there may be more than one answer. The problem is fully explored and solutions are explained.