Fraud guidance for corporate counsel reviewing financial statements and reports

Purpose - With the passage of the Sarbanes‐Oxley Act of 2002, corporate legal counsel has an increasing responsibility related to fraud. The purpose of this paper is to focus on financial reporting fraud resulting in the false presentation of operating results and financial position to the public, lenders, taxing authorities or other corporate stakeholders. Design/methodology/approach - The paper reviews cases with a focus on financial reporting fraud as identified by corporate counsel. Findings - The ways in which corporations can utilise corporate counsel to protect themselves from financial statement and other reporting frauds. Practical implications - This paper provides guidance to corporate counsel as to some of the common forms of financial statement fraud and the risk factors (red flags) that may indicate the presence of fraud. Originality/value - Corporate counsel, by virtue of their natural involvement in the negotiation of contracts and customer/vendor disputes, as well as their consulting role to top management in many types of business transactions and problems, are uniquely positioned to identify financial statement fraud issues and other financial disclosure problems.