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Church fined by SEC


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Posted
2 minutes ago, Calm said:

Could you quote that please?  I just remember reading it was high risk that the SEC might not agree with the way they chose to thread the needle.

Yes, you are correct. 

Posted
5 minutes ago, ttribe said:

Did you, or did you not, read the Order yourself? We can't even have this discussion unless you've read it. It's not that long: https://www.sec.gov/litigation/admin/2023/34-96951.pdf

Yes, I have read it. Where is the evidence that President Hinckley or President Nelson ever knew that forms contained inaccurate information? In all of the hullabaloo, this is the only thing one can point to that would indicate dishonesty by the Church itself. Did they know or not? If you think they did, what is your evidence?

Posted
4 minutes ago, smac97 said:

Does the physical office address of an LLC used for registering/maintaining an LLC matter or not?

Not.

It matters if we are talking about the reasons why they were assigned those locations in discussions about honesty and deception.

5 minutes ago, smac97 said:

What is it you think that is damning about designating an address in Glendale, CA as the office of the LLC?

Here are the allegations:

Quote

23. Each Clone LLC was given an address outside of Utah although none of them conducted any business at those locations other than the receipt of mail. Ensign Peak chose multiple locations across the country for these purported offices to create the impression that the Clone LLCs conducted business operations throughout the U.S., making it more difficult to trace the Clone LLCs back to Ensign Peak or the Church.
 

29. Each Form 13F also misstated that the Business Manager signed the Form 13F from the address listed on the signature page. In fact, all Business Managers were located in Salt Lake City, and the addresses on the forms were used to convey the impression that the Clone LLCs were located across the country.

Here is how the church defines dishonesty:

Quote

Whenever we lead people in any way to believe something that is not true, we are not being honest.

Honest people will recognize Satan’s temptations and will speak the whole truth, even if it seems to be to their disadvantage. 

It seems that the only reason they chose locations for the LLCs outside of Utah was to create a false impression in order to avoid "negative consequences" that "seem to be to their disadvantage".

That is classic dishonesty if that is why they assigned them those random and arbitrary locations throughout the US, according to the church. 

Another example:

Quote

21. Each Clone LLC was set up with a “Business Manager,” who, according to the terms of the LLC agreements, had responsibility for “the preparation and filing of the Company’s governmental reports, returns, notices and the like, including reports required by law of investment managers or entities exercising investment discretion.” However, the Business Managers performed no functions for the Clone LLCs outside of signing the Form 13F signature pages each quarter.

Doesn't sound too confusing to me.   Pretty straight forward dishonesty.  

 

 

Posted (edited)
23 minutes ago, smac97 said:

Well, the SEC presented no findings of fraud, or insider trading, or marked manipulation, or seeking "fiscal leverage," or anything "criminal" in nature, etc., nor did the SEC even make allegations to that effect, nor did the SEC require an admission of wrongdoing as a condition of settlement.

In the absence of any such findings or allegations (by the SEC) or admission of wrongdoing (by the Church), coupled with the presence of the fine, "honest mistake" seemed pretty apt.

Honest mistake is not an established fact.  That is your personal judgement.  My comment about irony still stands.  

Edited by pogi
Posted
2 minutes ago, pogi said:

29. Each Form 13F also misstated that the Business Manager signed the Form 13F from the address listed on the signature page. In fact, all Business Managers were located in Salt Lake City, and the addresses on the forms were used to convey the impression that the Clone LLCs were located across the country.

For the cost of 13 train/plane/bus tickets the church could have fixed this. I would still (predictably :) ) call that dishonest, but that's just me. Or is it just me?

Posted
1 hour ago, T-Shirt said:

But did they know? I don't think there is any way to know this. This whole thing started with President Hinckley. His counselors were Elder Monson and Elder Faust. It is apparent that, at least, President Hinckley asked if there was a way for them to hide their full portfolio from the public and legal advice was given. That's about where what we know ends. Lawyers proposed setting up multiple LLCs for reporting purposes, which is not improper or illegal. It is apparent that, at least, President Hinckley okayed the plan. However, what evidence is there that President Hinckley, or any other senior leader knew that on the forms filed by each LLC, under the section, "Investment discretion", those preparing the forms typed in "Sole" rather than one of the two other options? And, in the remote possibility that they even knew how the forms were being filled out, would they even have known what it means or if it was against the rules? Furthermore, what evidence is there that President Nelson, some twenty years later, had any idea, until 2019, that anything was wrong with how things were being reported?

I would like to know how detailed the presentation was explaining this as a possibility.  Was it basically ‘we will split off properties into clone LLCs that won’t have any visible links to the Church or EPA’ or something more detailed like ‘we will split off properties and ensure no one can connected them up since we will be using random church employees with common names as business managers with random out of state addresses and phone numbers that lead nowhere.  Plus there won’t be any talk among the employees because only the very few who have to know the details will know it, we will take care of all the processing at EPA so not even the LLCs’ managers will be able to make the connections, let allow share them with anybody since all they will be doing is passing on messages if needed and signing their name when told to do so’ or much more detailed with the list of names, addresses, phone numbers, reports on any government inquiries sent through these numbers, a report of compliance of managers with signing and whether or not anyone questioned the request or what they were signing and if they might be looking at a future troublemaker or not, etc….or was it something quite different from any of the above?

Since I don’t have a clue how things are generally managed, I have no idea how much hands on senior church leadership gets. I am thinking the first or second ones are most likely though.  The Church has a lot of businesses to oversee, so my guess is senior leadership doesn’t get a highly detailed report from each or perhaps they get a general presentation on something with an additional written report with many more details if they want to study it more.

Posted
1 hour ago, ttribe said:

To some degree I have defended the Church's Internal Audit Department in the past. I think it's clear to me now that their concerns can and will be overridden if their opinions are inconvenient.

From the SEC Order:

Quote

The Church and Ensign Peak continued to take the same approach to filing Forms 13F through the Clone LLCs despite two Church Audit Department (“CAD”) internal audits of Ensign Peak – one in 2014 and one in 2017—that reviewed the LLC Structure. In discussions with Ensign Peak’s senior management, although CAD did not recommend specific changes to the LLC Structure, CAD highlighted the risk that the SEC might disagree with the approach. 

CAD raising a concern - without "recommend{ing} specific changes to the LLC Structure" - is a sufficient basis for your to reach such a sweeping conclusion about CAD?

Well, okay.

1 hour ago, ttribe said:

I believe an outside auditor would be more effective in preventing this kind of thing going forward.

Perhaps so.

Meanwhile, however, the conclusory deprecations against the Church seem overwrought.

1 hour ago, ttribe said:

Assuming the SEC's statement of events is accurate, and I have no credible reason not to believe it's accurate,

Well, the Church neither admitted nor denied the allegations.

And the SEC settled the matter without subjecting any of their allegations, nor any evidence, nor any argument, to an adjudicative body.

And the allegations did not include any suggestions of fraud, insider trading, market manipulation, "fiscal leverage," etc. 

And the SEC did not require any admission of wrongdoing (as it has the ability to require as a condition of settlement). 

And the SEC fines about 5% of investment funds every year.

And EPA has been around for 25 years, and this is apparently the first time any issue with them has arisen.

And the EPA (and, I suspect, the Church) proceeded and relied on based on skilled legal advice "regarding how to comply with its reporting obligations."

And the description of events - to me - sound far more credible a basis to complaint of m bureaucratic inertia / error / insufficient oversight as opposed to moral corruption / dishonesty / lies / malfeasance, etc.

And I think there may be a bit of questionable legislative embellishment by the SEC, which may have contributed to the conclusions it reached.

And I think it's difficult to say what the particular circumstances were - particularly including guidance from the SEC - when this approach to regulatory compliance was crafted an implemented 20+ years ago.

And the Church has an overall excellent record regarding how it administers its finances (just ask D. Michael Quinn, R.I.P.).

And, in any event, the Church has acknowledged its mistakes.

And the Church is paying a fine.

I think these are pretty reasonable grounds for not reaching excessively deprecatory conclusions about the Church.

1 hour ago, ttribe said:

I believe I would have found myself with a serious ethical dilemma had I been in their shoes when these decisions were being made.

Yes, well.  Hindsight is always 20-20.

1 hour ago, ttribe said:

Do you realize that you are dealing with a human being who is a believer in your faith who has specifically said he is struggling with this situation and your response has been to attack his posts and statements of concern?

I am objecting and disagreeing with his conclusory deprecations against the Church.

He is expressing his viewpoint, and I am expressing mine.

1 hour ago, ttribe said:

You are plainly putting loyalty to the Brethren above the needs of a struggling member.

Actually, I think pogi and others are jumping to unwarranted conclusions.

1 hour ago, ttribe said:

Do you consider that effective apologetics?

I think I have been more clinical and dispassionate in my assessment of this issue.

Thanks,

-Smac

Posted
1 hour ago, jkwilliams said:

It does if the auditors were ignored. 

The auditors made no recommendations to change the reporting approach.

It's easy to come up with woulda-coulda-shoulda stuff in hindsight.

And even if that stuff is justified, the overwrought denigrations of the honesty of the Church and its leaders are not.

Thanks,

-Smac

Posted
6 minutes ago, T-Shirt said:

Yes, I have read it. Where is the evidence that President Hinckley or President Nelson ever knew that forms contained inaccurate information? In all of the hullabaloo, this is the only thing one can point to that would indicate dishonesty by the Church itself. Did they know or not? If you think they did, what is your evidence?

What I think is irrelevant. What the SEC said repeatedly throughout the course of the Order is that "senior leadership of the Church" was involved in the details of the planning and execution of this entire situation from the beginning and throughout. The SEC is very clear that it defines the phrase "senior leadership of the Church" to mean "the First Presidency and the Presiding Bishopric." The SEC is clear that it says the "business managers" came from a pool of both Ensign Peak employees and Church Employees. Trying to deflect how any of this was executed away from "senior leadership of the Church" is ignoring the details of the Order.

17. Ensign Peak had authority over all of the LLCs throughout their existence. The
Church also had indirect authority over all of these LLCs since the Church controlled Ensign Peak
and approved the approach of using the LLCs to file Forms 13F (the “LLC Structure”)
.

 

18. The Clone LLCs also entered into IMAs with Ensign Peak, whereby Ensign Peak
was designated as the Clone LLCs’ client. These IMAs assigned discretion and authority to
manage the securities portfolio to the LLCs. The Managing Director of Ensign Peak signed each
IMA on behalf of Ensign Peak. In his capacity as General Manager of the Clone LLCs, he also
signed the IMAs on behalf of each relevant Clone LLC.

 

19. Despite the provisions in the IMAs stating that the Clone LLCs would have
management authority, the Clone LLCs never exercised investment discretion over the Church’s
assets. Although Ensign Peak designated several of its own investment managers to serve as
investment managers for each Clone LLC, these investment managers continued to manage the
Section 13(f) Securities on behalf of Ensign Peak. They did not know which assets were allocated
to the Clone LLCs and performed no functions for the LLCs outside of their existing
responsibilities for Ensign Peak.

 

20. Many of the IMAs also contained a provision addressing proxy voting, stating that
the LLC was not authorized to vote by proxy or otherwise any of the securities and property held in
the securities portfolio assigned to it. Rather, each Clone LLC was required to forward any proxy
solicitation materials and consent solicitations it received to Ensign Peak for consideration and
action.

 

21. Each Clone LLC was set up with a “Business Manager,” who, according to the
terms of the LLC agreements, had responsibility for “the preparation and filing of the Company’s
governmental reports, returns, notices and the like, including reports required by law of investment
managers or entities exercising investment discretion.” However, the Business Managers
performed no functions for the Clone LLCs outside of signing the Form 13F signature pages each
quarter.

 

22. Ensign Peak was responsible for designating the Clone LLCs’ Business Managers,
many of whom were Church employees. Business Managers were selected because they had
common names and a limited presence on social media, and were therefore less likely to be
publicly connected to Ensign Peak or the Church. Ensign Peak provided the Business Managers
very limited information about the Clone LLCs or why they were created.

 

23. Each Clone LLC was given an address outside of Utah although none of them
conducted any business at those locations other than the receipt of mail. Ensign Peak chose
multiple locations across the country for these purported offices to create the impression that the
Clone LLCs conducted business operations throughout the U.S., making it more difficult to trace
the Clone LLCs back to Ensign Peak or the Church.

 

 

31. Throughout its history, at least once each year, Ensign Peak’s Managing Director
met with the senior leadership of the Church to discuss Ensign Peak’s activities, including at times
the LLC Structure. Unanimous approval from the senior leadership of the Church was required

before Ensign Peak could deviate from the LLC Structure and file Forms 13F in Ensign Peak’s
own name.

 
 
Posted
1 hour ago, T-Shirt said:

But did they know? I don't think there is any way to know this. This whole thing started with President Hinckley. His counselors were Elder Monson and Elder Faust. It is apparent that, at least, President Hinckley asked if there was a way for them to hide their full portfolio from the public and legal advice was given. That's about where what we know ends. Lawyers proposed setting up multiple LLCs for reporting purposes, which is not improper or illegal. It is apparent that, at least, President Hinckley okayed the plan. However, what evidence is there that President Hinckley, or any other senior leader knew that on the forms filed by each LLC, under the section, "Investment discretion", those preparing the forms typed in "Sole" rather than one of the two other options? And, in the remote possibility that they even knew how the forms were being filled out, would they even have known what it means or if it was against the rules? Furthermore, what evidence is there that President Nelson, some twenty years later, had any idea, until 2019, that anything was wrong with how things were being reported?

Well this seems to all have started based on the fact that they knew they had a reporting requirement that would make public the amount of assets under management. If not why set up the numerous LLCs to try to fly under the radar?

Posted
1 hour ago, jkwilliams said:

My reading of the SEC complaint is that said credentialed auditors told church leaders they were violating SEC regulations and were ignored. 

Well, not quite.  From paragraph 32:

Quote

The Church and Ensign Peak continued to take the same approach to filing Forms 13F through the Clone LLCs despite two Church Audit Department (“CAD”) internal audits of Ensign Peak – one in 2014 and one in 2017—that reviewed the LLC Structure. In discussions with Ensign Peak’s senior management, although CAD did not recommend specific changes to the LLC Structure, CAD highlighted the risk that the SEC might disagree with the approach. 

"Highlighted the risk that the SEC might disagree with the approach."

So CAD discussed this with EPA's "senior management" (as opposed to your characterization that CAD "told church leaders").

So CAD "highlighted a risk that the SEC might disagree with the {reporting} approach" (as opposed to your characterization that CAD "told church leaders they were violating SEC regulations").

And contrary to your assertion, we don't know that the CAD's input on the approach was "ignored."  Perhaps the EPA ignored the point.  Perhaps they sought further legal advice and felt they were on solid ground.  Perhaps they dawdled in altering their reporting processes.  Perhaps, perhaps, perhaps.

Thanks,

-Smac

Posted (edited)
2 hours ago, T-Shirt said:

And, in the remote possibility that they even knew how the forms were being filled out, would they even have known what it means or if it was against the rules? Furthermore, what evidence is there that President Nelson, some twenty years later, had any idea, until 2019, that anything was wrong with how things were being reported?

Well, there was the CAD report of concerns and warnings.   Being that the EPA had no authority to make decisions independent of the the Church (First Presidency and Presiding Bishopric) according to the SEC order, this would have been brought to their attention for consideration on how to proceed.  The SEC order states that they met periodically to discuss the LLCs structure with the First Presidency, there is no reason to believe that a CAD warning would not have been discussed.  

At that point, they could have attempted to clarify the law with the SEC given the legitimate concerns.  They chose not to.  They only chose to change course once the SEC started looking into it.  That says a lot.   

Edited by pogi
Posted
38 minutes ago, smac97 said:

My point, though, is that nobody was "actually being manipulated."

But your argument that I quoted has nothing to do with demonstrating nobody was actually manipulated. What you said was irrelevant to that point.

Posted (edited)
18 minutes ago, smac97 said:

And the SEC fines about 5% of investment funds every year.

You keep repeating this uncited factoid from public square magazine. Do you have a source? 
 

ETA: from the comments on that article:

Quote

Can you please share the cite for the proposition that 5% of US investment funds are fined by the SEC each year? I have been practicing securities law for over 25 years and cannot find anything even orders of magnitude close to what this statement claims. In the first quarter of 2021 there were 37,161 REGISTERED investment funds (many funds do not have to register). In 2021 the SEC had a total of 462 enforcement actions OF ANY TYPE (not just against investment funds). Even doing the math on that yields 1.2%.

In addition, the reports are quarterly filings over a twenty year period. During that time made by 1, 2, 6 or 12 entities per quarter. That's a lot of traffic violations!

 

Edited by SeekingUnderstanding
Posted
3 minutes ago, pogi said:

Well, there was the CAD report of concerns and warnings.   Being that the EPA had no authority to make decisions independent of the the Church (First Presidency and Presiding Bishopric) according to the SEC order, they would have been brought to their attention for consideration on how to proceed.  The SEC order states that the met periodically to discuss the LLCs  structure, there is no doubt that a CAD warning would not have been discussed. 

Can you actually quote this so-called "CAD report of concerns and warnings"?

Posted (edited)
6 minutes ago, T-Shirt said:

Can you actually quote this so-called "CAD report of concerns and warnings"?

No. The church would never allow public access to its internal audit. 

Edited by SeekingUnderstanding
Posted
12 minutes ago, ttribe said:

Tell me, SMac, about all of your experience interacting with an Internal Audit Department. Tell me all of the practical realities of being an Internal Auditor when you have no independent Board to whom you can report if you think that senior management is involved in something risky. Tell me about all of your experience with drafting or consuming Internal Audit reports and crafting language to send the message that something is troublesome and being able to do so without losing your job, or in this case, perhaps your ecclesiastical endorsement. I've worked with Internal Auditors. I've read their work. I've tested their work. I've interacted with them. I've studied how they operate. I've taught auditing. I've trained people how to craft their management letters (which is where these concerns over risk would be present). Yes, I think I have a really good idea how they would feel.

Am I doing that, Spencer? Or have I been showing a sincere effort to stick to understanding the SEC's statements? What do you think, Spencer? You've already accused me of saying things in this thread because I supposedly hate the Church. Is that still your position? Because everything you just responded to in this latest dissertation to this point is about my read on the difficult situation the Church's Internal Audit Department found themselves in with addressing a plan the First Presidency and Presiding Bishopric signed off on, but you're treating it as if I've made some outrageous defamatory accusation on the front page of the New York Times.

Every single word in this quote above is in response to me saying that I had no credible evidence to consider the SEC's account of events to be inaccurate. That's all I said. I did not reach conclusions outside of stating that I have no reason to believe the SEC is being inaccurate. Once again you launched into your guard dog mode and didn't even think about what I was actually saying; you responded with an argument against what you decided I was saying, as if I had some kind of between-the-lines subtext going on. That has not been my pattern in this thread, or any others to my recollection.

I've also sat in Board meetings as an auditor and been part of giving them notice that either management backs down on an issue or we resign. I've been a part of that within hours of an SEC reporting deadline. I have experience with how these things go. You can try to wave away the depth of meaning in my statement with a pithy (rare for you) 20-20 dismissal, but I've actually had to make those ethical decisions. I've had to stand up to clients who were about to do something wrong. I understand those pressures as an auditor. So, yes, I am more than qualified to comment on how I'd feel in their shoes because I've been in their shoes.

No, Spencer, what you're really doing is ignoring the human cost of your defenses and that's been a problem for a very long time.

That’s this thread in a nutshell: even acknowledging that the church might have done wrong is “reaching excessively deprecatory conclusions about the Church.” How is reasonable conversation even possible? 

Posted
5 minutes ago, jkwilliams said:

That’s this thread in a nutshell: even acknowledging that the church might have done wrong is “reaching excessively deprecatory conclusions about the Church.” How is reasonable conversation even possible? 

Unfortunately you are correct. I'm simply not content with having my observations be perverted into something they aren't.

Posted
41 minutes ago, T-Shirt said:

Can you actually quote this so-called "CAD report of concerns and warnings"?

Just what is stated in the SEC order

Posted
38 minutes ago, ttribe said:

 

31. Throughout its history, at least once each year, Ensign Peak’s Managing Director
met with the senior leadership of the Church to discuss Ensign Peak’s activities, including at times
the LLC Structure. Unanimous approval from the senior leadership of the Church was required

before Ensign Peak could deviate from the LLC Structure and file Forms 13F in Ensign Peak’s
own name.

 

I can totally imagine how these went.

(EPA Managing Director walks into the President's office.)
"Thank you Pres. [insert current prophet meeting]. Here are the reports of our investing and the returns. We made sure not to invest in anything too horrible (e.g. Playboy or Heineken), but did include Coca-Cola and Amazon. That ok still?"
"Sure. But are they profitable?"
"Oh, yes, very."
"Can those profits be traced back to the Church? If the tithe payers knew how much, they'd stop."
"Oh, as was planned by you and some of the other Brethren, we split the earnings up into many companies called LLCs so nobody would notice."
"LLCs.... Good, good. But, won't the government notice this LLD thing? We didn't have LLGs when I was your age."
"Actually President... (cuts himself off not to contradict the Prophet). The government won't notice. Not likely. Each of the forms that are signed by different names that come from disparate locations across the country."
"You mean we are paying for them to live elsewhere?!"
"Gosh no, President. They live here in Salt Lake City with us doing Zion's work."
"Thank goodness. So long the government doesn't notice and the tithe payers don't find out. ... [long pause] ... And it's legal?"
"We think it might be, maybe ... probably. Probably. Maybe. No. Yes. Our lawyers assure us it is, [mutters under breath, "possibly"]. Yes."
"Good enough for us. So long as you make returns on our 'talents' like the faithful steward. I'm busy now. Thank you, Brother [insert name]."
"Your welcome Pres. [insert name]." (Exits sighing both relief that not too many questions were asked and a bit of exasperation since the same dang thing has to be re-explained every. dang. year. dang it.)

Posted
19 minutes ago, ttribe said:

Unfortunately you are correct. I'm simply not content with having my observations be perverted into something they aren't.

You're far more patient than I, ttribe.

Posted
32 minutes ago, jkwilliams said:

That’s this thread in a nutshell: even acknowledging that the church might have done wrong is “reaching excessively deprecatory conclusions about the Church.” How is reasonable conversation even possible? 

Naw. Acknowledging that the Church erred is there from page one.

Posted
6 minutes ago, Nofear said:

Naw. Acknowledging that the Church erred is there from page one.

Unfortunately the thread didn’t end on page one. 

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