Apple Insider reported yesterday that when Apple CFO Peter Oppenheimer was asked about Google’s acquisition of Motorola he reportedly said, “$12.5 billion is a lot of money.” Now, I don’t know anyone that would say, “$12.5 billion is pocket change,” or “I piss on $12.5 billion.” Not even the most ostentatious Russian oligarch would be so bold to laugh in the face of that sum of money.
Having said that, it appears the Wall St. Journal seems to think that Oppenheimer’s statement are akin to fighting words, as illustrated by the headline: “Apple CFO Snipes at Google’s Motorola Bid” which included the following:
Peter Oppenheimer, Apple’s CFO, took a shot at Google when asked about the company’s $12.5 billion bid for Motorola Mobility Holdings during a conference call with investors hosted by Gleacher & Company. Oppenheimer said that companies should invent their own technology rather than buy it from the outside, adding that “$12.5 billion is a lot of money,” according to a report from Apple Insider.
First of all, to look at Peter Oppenheimer you wouldn’t think he’s capable of “sniping.” Secondly, “snipe” is defined as “To make malicious, underhand remarks or attacks” according to Wiktionary. For example, if Oppenheimer had said something like, “Larry Page couldn’t get laid in a monkey whorehouse with a bag of bananas” or “Androids are the Yugos of the smartphone world,” those would qualify as snipes. They are malicious, underhanded and are attacks.
Conversely, “$12.5 billion is a lot of money” is not a snipe. It is a statement of a fact-ish. It is a lot of money. You could argue that it is Oppenheimer’s opinion but as posited above, very few would argue that it isn’t a lot of money. Is Google overpaying for Motorola? That’s the question Michael Hickins ultimately asks in his article but somehow the hook for this was that Apple’s CFO brings the same level of snark as the CEO.
Last week, we told you about Jonathan Weil’s latest scoop exposing a PCAOB issuer in an inspection report. The issuer in question was Motorola and it, once again, featured KPMG as the auditor on the receiving end of the Board’s criticism. It was also noted that PCAOB Chair Jim Doty mentioned this particular case (without naming names) in his speech at USC the previous week when he described “one large firm tam was aware that a significant contract was not signed until the early hours of the fourth quarter. Nevertheless, the audit partner allowed the company to book the transaction in the third quarter, which allowed the company to meet its earnings target.”
J Dubs put this all together in a nice little package, citing court documents from a class-action lawsuit in Chicago. What isn’t mentioned in Weil’s column but is spelled out in other court documents that we’ve reviewed is that KPMG and the Center of Audit Quality fought the release of the documents related to the PCAOB’s inspection report because they’re afraid that more lawsuits could result if issuers’ identities are made public.
The CAQ submitted an amicus curiae brief (in full on the next page) stating:
The supervisory model of regulation created by Sarbanes-Oxley and implemented by the PCAOB has thus far worked well and has improved the quality and reliability of audits of public companies. It has worked to the satisfaction of both the Board and the regulated community.
Yet, the CAQ argued that if the PCAOB inspection documents were released, “the [Sarbanes-Oxley] Act’s carefully supervisory model will be adversely affected.” That is, the confidentiality afforded to the communication between auditors and the PCAOB would be compromised and would allow Board information into the ‘hands of litigating lawyers.’ The CAQ declined to comment for this post, saying that they did not “have anything to add to the amicus brief.”
In her ruling denying KPMG’s motion (in full, on page 3) to squash the subpoena of the PCAOB documents, Judge Amy St. Eve cited KPMG’s argument that sounds very similar to the CAQ’s:
KPMG argues that “if litigants can compel production of materials related to the PCAOB’s confidential inspection process notwithstanding section 105(b)(5)(A), open and constructive engagement between the PCAOB and accounting firms could be chilled by the threat of increased civil litigation, and the statutory framework carefully crafted by Congress to improve the quality of public company audits could be frustrated.”
So basically auditors are afraid that if their super-special-secret discussions with the PCAOB are out there for all the world to see, they’ll get sued more often. But hasn’t suing audit firms already reached critical mass? Can they really fear more litigation? The only thing that keeps audit firms from being on the same level of litigation risk as tobacco companies is that they aren’t killing people.
Weil and those that agree with him argue that the PCAOB owes it to investors to name names in their inspection reports. To continue keeping issuers confidential protects them from legitimate criticism for shoddy accounting and perpetuating equally shoddy audits. Of course, if you’re an investor and that doesn’t bother you, then maybe you’re okay with auditors trying to stop the release of more information related to their work. Work that cost the investors in Motorola $244 million from 2000 to 2010.