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SEC charges former Kubient execs with $1.3M fraud, lying to auditors

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The Securities and Exchange Commission charged two former executives and the former audit committee chair of technology company Kubient with fraud and lying to auditors.

The commission alleges the company’s former chair, CEO and president Paul Roberts, former chief financial officer Joshua Weiss, and former audit committee chair Grainne Coen were involved in a scheme in which Kubient overstated and misrepresented its revenue in connection with two public stock offerings.

According to the SEC’s complaint against Roberts, he fabricated reports that Kubient had successfully tested a flagship artificial intelligence program that detects real-time fraud during digital advertising auctions, inflating the company’s 2020 revenue by more than $1.3 million — nearly all of its revenue leading up to the IPO. 

In a separate complaint against Weiss and Coen, the SEC alleges that the two learned, during the company’s secondary stock offering, that the tests on the AI product had not been performed, but instead of investigating, they perpetuated the scheme by lying to Kubient’s independent auditor about the company’s revenue.

As a result, Kubient raised more than $33 million across two stock offerings, according to the complaints. 

“As alleged, this was a deliberate scheme by a public company CEO to concoct phony revenue, perpetuated by the failure of the company’s CFO and independent audit committee chair to act appropriately when they learned of concerns about that revenue,” Jason Burt, director of the SEC’s Denver Regional Office, said in a statement. “This case should send an important signal to gatekeepers like CFOs and audit committee members that the SEC and the investing public expect responsible behavior when critical issues are brought to their attention.”

The SEC’s complaints were filed in the U.S. District Court for the Southern District of New York. They charge Roberts, Weiss and Coen with violating the antifraud and other provisions of the federal securities laws and lying to auditors. The complaints seek injunctions, officer-and-director bars, disgorgement of ill-gotten gains, civil penalties and other reliefs against each of the defendants. 

Roberts consented in a partial settlement to injunctions from future violations of the charged provisions and agreed to litigate the appropriate remedies. His settlement is subject to court approval. Roberts, Weiss and Coen did not immediately respond to requests for comment. 

In a related case, the U.S. Attorney’s Office for the Southern District of New York announced charges against Roberts. Roberts pleaded guilty to these charges and is scheduled to be sentenced on Dec. 18, 2024.

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ADM reviews earnings in latest step to fix accounting issues

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Archer-Daniels-Midland Co. restated previous earnings, after earlier this month identifying new accounting errors, in a key step to regain investor confidence. 

Consolidated results for 2023 and the first two quarters of this year haven’t been impacted by the review, the Chicago-based trader said in a statement. The restatements, which ADM said would be necessary when the accounting errors were announced, corrected figures for transactions within and between ADM’s businesses.

The move by ADM follows an accounting scandal that has since January wiped out billions of dollars in market value and drawn investigations by the Department of Justice and Securities and Exchange Commission. ADM has replaced its chief financial officer, appointed AT&T Inc.’s top lawyer to its board and implemented new controls as part of efforts to restore credibility. 

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An Archer Daniels Midland Co. (ADM) logo hangs on a glass partition in the research analytical lab at the James R Randall Research Center in Decatur, Illinois.

Daniel Acker/Bloomberg

ADM has identified and corrected sales between units that either were previously recorded at prices that didn’t approximate the market, or included transactions that were improperly classified. So-called intersegment sales for 2023 had been previously overestimated by $1.28 billion, according to Monday’s statement. Still, operating profits for each of ADM’s three units remained the same as previously reported. 

Shares of ADM were little changed in after-market trading Monday. The stock has lost 27% this year, which compares with a 9.6% decline for main rival Bunge Global SA. 

The company also released third-quarter earnings that were consistent with a preliminary report released earlier this month. Adjusted earnings missed the average analyst estimate. 

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The tax outlook for president-elect Trump and the GOP

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President-elect Donald Trump and his Republican party clarified one aspect of the uncertainty surrounding taxes with a resounding victory in the election.

That means that the many expiring provisions of the Tax Cuts and Jobs Act of 2017 — which Trump signed into law in his first term — are much more likely to remain in force after their potential sunset date at the end of next year. Financial advisors and tax professionals can act without worrying that the rules will shift underneath them to favor much higher income duties.  

However, the result also presents Trump and incoming Senate Majority Leader John Thune of South Dakota and House Speaker Mike Johnson of Louisiana with a series of thorny tax policy questions that have tricky, time-sensitive implications, according to Anna Taylor, the deputy leader, and Jonathan Traub, the leader, of Deloitte Tax’s Tax Policy Group. Once again, industry professionals and their clients will be learning the minutiae of House and Senate procedures. Taylor and Traub spoke on a panel last week, following Trump’s victory and their release of a report detailing the many tax policy questions facing the incoming administration.

READ MORE: Donald Trump will shape these 9 areas of wealth management 

Considering the fact that the objections of former Sen. Bob Corker of Tennessee “slowed down that process for a number of weeks in 2017” before Republicans “landed” on a deficit increase of $1.5 trillion in the legislation, Taylor pointed out how the looming debate on the precise numbers and Senate budget reconciliation rules will affect the writing of any extensions bill.

“They’re going to have to pick their budget number on the front end,” Taylor said. “They’re going to have to pick that number and put it in the budget resolution, and then they’ll kind of back into their policy so that their policies will fit within their budget constraints. And once you get into that process, you can do a lot in the tax base, but there are still limits. I mean, you can’t do anything that affects the Social Security program. So they won’t be able to do the president’s proposal on getting rid of taxes on Social Security benefits.”

Individual House GOP members will exercise their strength in the negotiations as well, and the current limit on the deduction for state and local taxes represents a key bellwether on how the talks are proceeding, Traub noted. 

The president-elect and his Congressional allies will have to find the balance amid the “real tension” between members from New York and California and those from low-tax states such as Florida or Texas who will view any increases to the limit as “too much of a giveaway for the wealthy New Yorkers and Californians,” he said.   

“You will need almost perfect unity — more so in the House than the Senate,” Traub said. “This really gives a lot of power, I think, to any small group of House members who decide that they will lie down on the train tracks to block a bill they don’t like or to enforce the inclusion of a provision that they really want. I think the place we’ll watch the most closely at the get-go is over the SALT cap.”

READ MORE: Republican election sweep emboldens Trump’s tax cut dreams

Estimates of a price tag for extending the expiring provisions begin at $4.6 trillion — without even taking into account the cost of President-elect Trump’s campaign proposals to prohibit taxes on tips and overtime pay and deductions and credits for caregiving and buying American-made cars, Taylor pointed out. In addition, the current debt limit will run out on Jan. 1. 

The Treasury Department could “use their extraordinary measures to get them through a few more months before they actually have to deal with the limit,” she said. 

“But they’re going to have to make a decision,” Taylor continued. “Are they going to try to do the debt limit first, maybe roll it into some sort of appropriations deal early in the year? Or are they going to try to do the debt limit with taxes, and then that’s going to really force them to move really quickly on taxes? So, I don’t know. I don’t know that they have an answer to that yet. I’ll be really interested to see what they say in terms of how they’re going to move that limit, because they’re going to have to do that at some point — rather soon, too.”

Looking further into the future at the end of next year with the deadline on the expiring provisions, Republicans’ trifecta control of the White House and both houses of Congress makes them much more likely to exercise that mandate through a big tax bill rather than a temporary patch to give them a few more months to resolve differences, Traub said.

READ MORE: 26 tips on expiring Tax Cuts and Jobs Act provisions to review before 2026 

Both parties have used reconciliation in the wake of the last two presidential elections. A continuing resolution-style patch on a temporary basis would have been more likely with divided government, he said.

“Had that been what the voters called for last Tuesday, I think that the odds of a short-term extension into 2025 would have been a lot higher,” Traub said. “I don’t think that anybody in the GOP majority right now is thinking about a short-term extension. They are thinking about, ‘We have an unusual ability now to use reconciliation to affect major policy changes.'”

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M&A roundup: Aprio and Opsahl Dawson expand

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Aprio, a Top 25 Firm based in Atlanta, is expanding to Southern California by acquiring Kirsch Kohn Bridge, a firm based in Woodland Hills, effective Nov. 1.

The deal will grow Aprio’s geographic footprint while enabling it to expand into new local markets and industries. Financial terms were not disclosed. Aprio ranked No. 25 on Accounting Today’s 2024 list of the Top 100 Firms, with $420.79 million in annual revenue, 210 partners and 1,851 professionals. The deal will add five partners and 31 professionals to Aprio. 

In July, Aprio received a private equity investment from Charlesbank Capital Partners. 

KKB has been operating for six decades offering accounting, tax, and business advisory services to industries including construction, real estate, professional services, retail, and manufacturing. “There is tremendous synergy between Aprio and KKB, which enables us to further elevate our tax, accounting and advisory capabilities and deepen our roots across California,” said Aprio CEO Richard Kopelman in a statement. “Continuing to build out our presence across the West Coast is an important part of our growth strategy and KKB  is the right partner to launch our first location in Southern California. Together, we will bring even more robust insights, perspectives and solutions to our clients to help them propel forward.”

The Woodland Hills office will become Aprio’s third in California, in addition to its locations further north in San Francisco and Walnut Creek. Joe Tarasco of Accountants Advisory served as the advisor to Aprio on the transaction. 

“We are thrilled to become part of Aprio’s vision for the future,” said KKB managing partner Carisa Ferrer in a statement. “Over the past 60 years, KKB has grown from the ground up to suit the unique and complex challenges of our clients. As we move forward with our combined knowledge, we will accelerate our ability to leverage innovative talent, business processes, cutting-edge technologies, and advanced solutions to help our clients with even greater precision and care.”

Aprio has completed over 20 mergers and acquisitions since 2017, adding Ridout Barrett & Co. CPAs & Advisors last December, and before that, Antares Group, Culotta, Scroggins, Hendricks & Gillespie, Aronson, Salver & Cook, Gomerdinger & Associates, Tobin & Collins, Squire + Lemkin, LBA Haynes Strand, Leaf Saltzman, RINA and Tarlow and Co.

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