Background

Logitech is a manufacturer of peripherals and video conferencing products related with computing, communication and entertainment. Logitech was founded in Switzerland in 1981, and Logitech International S.A. has been the parent holding company of Logitech since 1988 (Logitech 10-K 2015, n.d.)

“The SEC announced that Logitech had agreed to pay a $7.5 million fine to settle allegations of improper accounting involving the Revue product and two other areas during a five-year period. Two other executives - former controller Michael Doktorczyk and former director of accounting Sherralyn Bolles - agreed to pay penalties of $50,000 and $25,000, respectively” (Heller, 2016).

The Securities and Exchange Commission (“Commission”) proceedings took place in April 19, 2016 due to recurring instances of improper accounting in three separate areas at Logitech International, S.A. during a five-year period. The commission did not involve Michael Doktorczyk (Vice President of Finance and Corporate Controller), and Sherralyn Bolles (Director of Accounting and Financial Reporting) in the first and third charges. (Securities and Exchange Commission, 2016). According to the proceedings of the Securities and Exchange Commission the improper accounting areas were the following:

The Accounting for Revue Product/Component (Concerning the Company)

In the first concern Logitech’s actions and omissions in fraudulently accounting for the write-down of a failed product in its fiscal year 2011financial statements. On May 27, 2011, the Former Acting Controller and Former CFO signed a management representation letter to the independent audit firm. The letter contained material misrepresentations concerning the valuation of inventory and the LCM analysis for Revue inventory. Specifically, with respect to the Revue LCM analysis, the letter represented that “we considered future pricing adjustments/discounts which are probable of occurring.” This representation was false because the LCM analysis did not consider the planned price drop to $199 in Q312 or other discounting or promotions that would likely be required to sell the excess finished goods inventory. Logitech overstated its operating income by $30.7 Million (Securities and Exchange Commission, 2016)

Warranty Accrual Accounting

The second improper practice relates to actions and omissions by Logitech, Michael Doktorczyk, and Sherralyn Bolles concerning the accounting for the Company’s warranty liabilities in the FY12 and FY13 financial statements, and concerning the failure to correct, in the FY13 financial statements, a known error in not amortizing intangibles from a prior acquisition.  On December 2011 a senior accountant presented conclusions to Doktorczyk (Former Acting Controller), and others regarding deficiencies regarding warranty accrual with the existing model and indicated a likely under-accrual of $3.4M. Doktorczyk did not ensure that deficiencies in the model were corrected. On May 30, 2013, Logitech filed its Form 10-K for FY13, which contained material misstatements and omissions about the Company’s product warranty accruals. Logitech misstated the amount of its product warranty liability by over $17.2M. The misstatements and omissions with respect to the warranty accrual were material. At the end of FY12, Logitech reserved $5.2M for its warranty obligations and reported net income of $71.5M. Using an appropriate methodology, Logitech should have reserved $25.5M -- an under-accrual of over $21M. Similarly, in FY13, Logitech’s accrual was over $17M lower than the GAAP-compliant model required. Logitech had failed to correct in its books and records and about which the Company had failed to inform its independent auditor. (Securities and Exchange Commission, 2016).

Revenue Recognition in American Market

The third accounting malpractice was regarding books and records, reporting, and control violations by Logitech pertaining to the Company’s revenue recognition in its Americas region in FY09. Logitech’s practice of using discounts to obtain payment of past-due invoices and negotiating discounts based, in part, on “owned” inventory levels was inconsistent with the GAAP requirement that the price at the time of sale be fixed or determinable. If Logitech had switched to a “sell-through” model for Distributor at the beginning of FY09, as required by GAAP (assuming all general revenue recognition criteria 15 were achieved upon “sell-through”), Logitech’s gross sales would have been $52M lower in FY09. Given Logitech’s reported operating income of $109M and gross margins of 31.3%, Logitech materially overstated its operating income by approximately $16.2M in FY09, as a result of its improperly recognizing revenue from Distributors. (Securities and Exchange Commission, 2016)

Ethical Violations: Responsibilities (Internal)

Logitech’ management has great responsibility for leading close to 7,000 regular employees, there is a big responsibility for the internal (Logitech 10-K 2015, n.d.). Leading a company with integrity is key to retain talent throughout the organization.

Additional stakeholders affected are Logitech International and its management, for which Logitech in the US is subsidiary, The Logitech management in the U.S, the Board of Directors, Audit Committee of the Board of Directors the department management

Logitech managements (Bardman and Wolf) misled the company’s independent auditors regarding the extent of Logitech’s problems with Revue. Logitech’s top management signed and certified the accuracy of Logitech’s 2011 financial statements, thereby misleading investors as to these same misstatements and omissions. At the time, Logitech’s to management knew, or should have known, that the financial statements he was certifying were materially false or misleading.

When fraud occurs, stakeholders and public in general don’t limit the image of just a group of people committing the crime but the loss of trust affects the brand and its employees. People who are not involved in the crime, could lose jobs, stock value and it is a stigma to have worked in a company where fraud occurred. In additional good talent is difficult to attract and retain if a company has a bad reputation.

Ethical Violations: Responsibilities (External)

The external stakeholders are suppliers, creditors, shareholder all parts of the distribution channel and customers.

Logitech’s management (Bardman and Wolf) falsely represented that Logitech’s accounting was compliant with Generally Accepted Accounting Principles. These representations, demanded by, and relied upon by Logitech’s independent auditors, were designed to ensure that the company’s accounting was done in accordance with accepted standards and did not mislead the investing public. 

For the customers who bought Logitech products, fraud and business disruption caused uncertainty if the company will survive and resolve warranty issues. Sometimes when bad things happen within a business, customers will buy from competitors, product substitutes because customers want clarity and confidence with their purchases.

For the distribution channels the fact that top management circumvented internal controls showed that those controls were weak and that the company is disorganized, and management is inept. 

For investors, the fact that Logitech’s top management lied to external auditors to maintenance of the fraud scheme, created a decline in the stock price and loss of credibility in the company.

For suppliers creditors and anyone else who relies on financial information, the fraud occurrence  and the fact that Logitech executives made misrepresentations to the auditors in the Management Representation Letter and therefore they made misrepresentations to the Investing Public, creates a bad precedent that indicates that corporate governance didn’t act because it wasn’t independent from management to detect corporate misbehavior.

Ethical Violations AICPA Codes (independence):

Independence is to be free in fact and appearance of any conflict of interest that prevents a person to do a job.  Logitech’ top management (Bardman and Wolf) actions or inactions showed conflicts of interest. They preferred to comply with their personal goals to keep their jobs and with company financial goals, to maintain stock price, rather than communicating the truth with stakeholders.

The independent auditor failed to be independent because in several occasion they information and questioned Wolf, but she decided what information to reply and what to ignore for instance: “In April 2011, the exposure list included millions of dollars of “potential exposure” related to Revue. Bardman and Wolf did not provide the exposure list to Logitech’s independent auditor nor discuss with the auditor the potential exposure for Revue”. SEC 2016. This fraud went for such a long time for such increasing amounts in key areas revenue recognition, inventory valuation and warranty accruals that the independent auditor showed ineptitude in just relying on internal controls and on the management telling them they that everything was fine.

Audit Committee was not only incompetent but failed to be independent, in several occasions Wolf and Bardman hid information from the Audit committee, that information should have been part of their checklist as internal auditors

“Wolf knowingly circumvented this control by not resolving the VP-Global Sourcing’s concerns about Revue-related inventory and by not raising those concerns with the Audit Committee or the independent auditor” (SEC, 2016). “Bardman knowingly circumvented this control by not informing the Audit Committee about: (i) the Company’s actual liability for Revue-related inventory; (ii) the facts and circumstances of the Revue-related exposure; and (iii) judgments Wolf and he made, and communicated to the independent auditors, about the use of excess components” (SEC, 2016)

The board of directors was not independent and it was either inept or turn the blind eye as it shows the SEC complaint “In the first half of January 2011, Logitech management informed the Board of Directors about the poor sales of Revue and about management’s future plans for the product, including a plan to lower the retail price to $249 in the first quarter of fiscal year 2012 and to $199 in the third quarter of fiscal year 2012”. (SEC, 2016) The price reduction never happened but the board did not bother to follow up and or investigate what occurred with this issues that was announced by management

Logitech’ management rather than ensuring that the company accurately accounted for its problems, as they were obligated to do, they engaged in a scheme to materially inflate the operating income, hide negative information and issued misstatements (AICPA, 2016).

Ethical Violations AICPA Codes (Integrity):

(Bardman and Wolf) did not exercise any integrity their actions were subordinated to their personal interest: either keeping their job, keeping maintaining a wrongful loyalty to the company, or some financial top management interest that was not disclosed in the SEC complaint.

Even though the SEC went after few Logitech few members if the management including Bardman, Wolf, Doktorczyka and Bolles, it is impossible that no one else in the company saw these irregularities occurring for five years, which indicated that people who saw this and didn’t reported or didn’t differentiate the right from the wrong or just didn’t say anything to avoid getting fired, or retaliated of they felt that it was fine to go with the flow.

Ethical Violations AICPA Codes (Objectivity):

Logitech’s top management didn’t maintain the Objectivity and Independence principle, their actions and omission showed that there weren’t intellectually honest with the public interest. (AICPA, 2016).  An example of this is that “Bardman and Wolf did not provide the exposure list to Logitech’s independent auditor nor discuss with the auditor the potential exposure for Revue”, SEC, 2016

Logitech’ top management in self-interest, knowingly misrepresented financial information falling to comply with the Integrity and Objectivity Rule in order to deceive investors and other stakeholder (AICPA, 2016). Logitech’ top management signed documents containing materially false and misleading information (AICPA, 2016). The SEC’s complaint affirmed that “He (Bardman)then signed and certified the accuracy of Logitech’s 2011 financial statements, in that way misleading investors as to these same misstatements and omissions.  “At the time, Bardman knew, was reckless in not knowing, or should have known, that the financial statements he was certifying were materially false or misleading” Sec, 2016.

Bardman, Wolf and CEO Quindlen (not mentioned on the SEC’s compliant but who most likely signed SEC’s fillings) and additional top management showed negligence and fraudulent behaviors in the preparation of financial statements and additional records (AICPA, 2015)

Ethical Violations: Implications (Legal)

It could be devastating for a company to have a stain on its name due to fraud.  In the case of Logitech, the Securities and Exchange Commission imposed a cease-and-desist orders and penalties for filing false and misleading financial results. In addition, there is a list of serious allegations the Commission filed against Senior Vice President of Finance and Chief Financial Officer (CFO) and the Acting Controller as follows. as cited by the SEC’s complaint, SEC, 2016):

“Violations and Aiding and Abetting Violations of Section 10(b) of the Exchange Act and Rule 10b-5

Fraud: Section 17(a) of the Securities Act

Knowingly Falsifying Books, Records, or Accounts: Section 13(b)(5) of the Exchange Act

Falsified Books, Records, or Accounts: Rule 13b2-1 of the Exchange Act

Lying to Accountants: Rule 13b2-2 of the Exchange Act

False Certifications: Rule 13a-14 of the Exchange Act

Reporting Violations: Aiding and Abetting Logitech’s Violations of Section 13(a) and Rules 12b-20, 13a-1, 13a-11 of the Exchange Act

Internal Controls / Recordkeeping: Aiding and Abetting Logitech’s Violations of Section 13(b)(2)(A) and (B) of the Exchange Act

Failure to Reimburse: Section 304(a) of the Sarbanes-Oxley Act”  

Ethical Violations: Implications (Social)

Transparency is very important reason why investors trust in publicly traded companies, investor believe that because they have additional government supervision, they will be honest and transparent. if a company is involved in fraud and misstatement, investors will not trust their reports and most likely this will lead to multiple problems for the company in question, including deterioration of their Goodwill and future performance (Gurun, Stoffman & Yonker, 2018).

Other negative effects of fraud are that investors stay away from investing in the stock market in general, then the economy retracts and employees who are unrelated to the fraud can lose their jobs  (Bower & Gilson, 2003)

Ethical Violations: Implications (Economic)

Former Michael Doktorczyk and former director of accounting Sherralyn Bolles agreed to pay penalties of $50,000 and $25,000, respectively. Logitech agreed to pay a $7.5 million fine to settle allegations of improper accounting involving the Revue product and two other areas during a five-year period. On February 27, 2018, the Commission issued an order establishing a Fair Fund for the monies paid by the Respondents. See the Commission’s Order: Release No. 34-82783. (Securities and Exchange Commission, 2018) (Securities and Exchange Commission, 2018). As mentioned in the K-10 as there are SEC investigation settlement discussions: “Goodwill impairment charges could have an adverse effect on the results of our operations” (Logitech 10-K 2015, n.d.)

These fraud charges will create additional need for compliance and additional expenses to develop controls to ensure to the commission and the public interest that bad decisions are in the past and that the company is committed to provide honest financial reporting.

Ethical Violation: Code of Ethics

The first Item in the business Ethic of 2003, should have been enough to deter fraudulent activity like the one happened for 5 years, period on which the company misstated the actual situation of their finances. Is supposed that the Code of Business Ethics was distributed, communicated and acknowledge by the employees. According to the Ethics Policy:

“The Company shall at all times provide full, fair, accurate, timely, and understandable disclosure in reports and documents that it files with, or submits to, the Swiss Exchange, the US Securities and Exchange Commission, other regulatory authorities, and in other public communications made by the Company” Logitech International, 2003. “The Chief Executive Officer, the Chief Financial Officer and the General Counsel bear a special responsibility to help ensure that a culture exists throughout the Company as a whole that assures the full, fair, accurate, timely and understandable reporting of Logitech’s financial results and condition” Logitech International, 2003.

The General Counsel did not have any presence, and regarding, the Chief Executive Officer either he didn’t care for what was happening in the company, he was part of the fraud (but the SEC couldn’t probe it) or he was incompetent for the role and didn’t understand the fraud happening in front of him.

Theoretical Models: Violated

 Kohlberg Approach

Logitech’s management presented false information and assured stakeholders that they were compliant with US GAAP. There was no “Obedience to Rules” (Mintz & Morris, 2016)because Bardman -CFO and Wolf -Controller didn’t want to recognize that there were aspects handled against GAAP principles. Bardman and Wolf did not want their stock to go down in value, being questioned about the performance of the company and possibly getting fired.

When management signed documents knowingly that it contained misrepresentation of the real situation, they were satisfying their own needs, disregarding the fiduciary trust with the stakeholders. Logitech’ management did not put Fairness to Others (Mintz & Morris, 2016) as priority, in their efforts to disguise the facts that 1) the Revue product launch was unsuccessful, 2) that the warranty accrual was not correct and 3) The revenue recognition in the American Market was not compliant with GAAP guidelines.

Logitech is a company registered with the SEC therefore adhered to comply with SEC’ regulation, The Kohlberg approach refers to Law and Order. Logitech top’s management and the CPAs knew or should have known that they were subject to AICPA code of professional conduct. There is great social responsibility on running a publicly traded company because top management is accountable with all stakeholders. A company should be managed not only to achieve the expected results but with transparency and honesty. 

The violations that The SEC found showed that these improper practices were not just simply accounting error but a systematic disregard for the Universal Ethical Principles (Mintz & Morris, 2016). Kohlberg implies that people’s ethics will chance with education and experience, in this case there was no improvements of who was committing the fraud.

Rest Approach

Logitech’ top management (Bardman and Wolf) lacked Moral Sensitivity (Mintz & Morris, 2016) because they acted with not care for disclosing important facts to stakeholders these accounting malpractices happen for years. If Logitech had this approach to accounting activities that could have made the adjustments on time and not waiting for the house of cards to fall.

The AICPA code of professional conduct frames the Moral Judgment (Mintz & Morris, 2016) of the professionals in accounting, those behaviors of care for the public interest were ignored for years. The accountants and the top management involved in the fraud lacked Moral Motivation (Mintz & Morris, 2016) in terms that they knew or should have known that keeping a lie was unsustainable beyond the short term and they could have stopped lying speak up. That action could have taken then to a better way to show stakeholders: honesty, integrity and trustworthiness.

The accountants and the top management involved in the fraud at Logitech lacked Moral Character (Mintz & Morris, 2016), had the opportunity for years to speak up, to fix possible errors, disclose wrongdoing, take responsibilities and if the corporation did want to correct the trajectory they could have talked to external auditor, board of directors, auditing committee, and if that did not work that could have resigned and avoid the shame of being involved in a fraud.

Integrated Ethical Decision-Making Process (Mintz & Morris, 2016)

Accountants and top managements could have identified the ethical and professional issues, in this case the problems caused by the refusal of Logitech to accept that the new product launch was not successful and that they had to lie to avoid making the necessary financial adjustments according to generally accepted accounting principles and Generally Accepted Auditing Standards

They could have identified the stakeholders affected by their faulty financials:  (1) stock holders; (2) the external auditors, (3) the accounting  profession, including various regulatory entities such as the Securities and Exchange Commission (SEC); and The AICPA (American Institute of Certified Public Accountants) (4) the Public Interest, who relied on the trustworthiness of the information and representations the Logitech’ top management provided (5) the employees and suppliers.

With legal issues and stakeholders identified, the top management could have found and evaluated alternative courses of action. Hiding information from the SEC and other stakeholders had a devastating effect when that information became a public deteriorating stakeholder’s trust.

With the Reflection on the moral intensity of the situation and virtues should have been clear the consequences of creating and maintaining a lie. Top management involved in the fraud (Bardman and Wolf) were more involved in self-interest keeping their income, jobs and positions than appreciating the value of integrity and their professional careers.

Bardman and Wolf had the opportunities to act and discuss with the CEO to restate promises he made to Wallstreet. Those promises were the pressure to keep the facade that everything is going as planned.

On the same note regarding action, Nelien, Manly, & Ritsema, 2018 noted on “The Giving Voice to Values (GW) approach” that action should be priority over awareness and analysis. “Speaking up and acting should come more naturally when an individual is doing so because of his or her internal values, which is what GVV promotes”. The this case of Bardman and Wolf, they probably identified and analyzed the ethics conflict but they did not take the necessary action because they acted as employees and they did not connect their human values to what was right and fair at work and that was key to confront the situation that consumed them.

Theoretical Models: Better Decisions

Analyzing these models, Integrated Ethical Decision - Making Process is the best option to resolve this ethical issues, because it is a more comprehensive model than the Kohlberg’ model, it does not implies that people will improve their ethical behavior with experience and knowledge, but instead it creates a path of concrete steps and decisions with the goal of resolving the ethical problem and contemplating all stakeholders

Integrated Ethical Decision - Making Process compared with Rest’s the Ethical Decision model is superior in granularity for the analysis of the situation and the impact of the outcome, in addition it is better model because it does not assume that the behavior of the fraudster depends on the level of moral development, but instead creates a standard way to analyze ethical issues.

It is hard to believe that individuals like Bardman and Wolf acted alone and without supervision, and It is hard to believe that CEO- Quindlen did not have anything to do with it, either he was incompetent in his role or he just turned the blind eye to the fraud. “Logitech’s former CEO, Gerald Quindlen, who was not accused of any misconduct, returned $194,487 in incentive-based compensation and stock sale profits received during the period of accounting violations, pursuant to Section 304(a) of the Sarbanes-Oxley Act, according to the SEC”, (Kulling, J.D., n.d.)

Better decisions start at the top of the organization, CEO must be accountable, and the CEO is the one set the tone, if Integrated Ethical Decision-Making Process is implemented and followed as part of a stronger Corporate Governance, this type of fraud will have lower chances to succeed.

Influences and Standards: Regulatory Activities

The title III of the Sarbanes-Oxley Act of 2002 is a key piece that legislates over the corporate responsibility, these are some of the legal aspects Bardman and Wolf and CEO are were charged 

“Sec. 302. Corporate responsibility for financial reports.

Sec. 303. Improper influence on conduct of audits.

Sec. 304. Forfeiture of certain bonuses and profits.

Sec. 305. Officer and director bars and penalties.

Sec. 308. Fair funds for investors” (US Congress, 2002)

Section 302 of the SOX Act of 2002 provided important instruments for the SEC regarding enforcement of accounting standards in publicly traded companies (US Congress, 2002)

“The Signing Officers (A) are responsible for establishing and maintaining internal controls; (B) have designed such internal controls to ensure that material information relating to the issuer and its consolidated subsidiaries is made known to such officers by others within those entities, particularly during the period in which the periodic reports are being prepared; (C) have evaluated the effectiveness of the issuer’s internal controls as of a date within 90 days prior to the report; and (D) have presented in the report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date; (5) the signing officers have disclosed to the issuer’s auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function-fulfilling the equivalent function)— (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the issuer’s ability to record, process, summarize, and report financial data and have identified for the issuer’s auditors any material weaknesses in internal controls; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal controls)” (US Congress, 2002)

SOX Act is specific about the duties of CEO and CFO to ensure that the financial reports of the company don’t have misrepresentations. In addition, SOX is explicit regarding CEO and CFO being responsible for internal accounting control and reporting to the audit committee. One aspect of the SEC investigation that is not clear, is why there was not compliant against the CEO -Quindlen, when according to Section 302 he shared the responsibility with the CFO of the items above (who was found guilty of misrepresenting on the reports).

Logitech failed to comply with the Section 17 of the Securities act regulated the records that Publicly traded companies must follow the section 17 of the Securities Exchange Act. “Accounts and Records, Examinations of Exchanges, Members, And Other”, US Congress, 1934.

Logitech must comply with the Securities Act of 1933, with the following sections:

“Section 10 information required in prospectus, Section 11 civil liabilities on account of false registration statement.  Section 12 civil liabilities arising in connection with prospectuses and communications, US Congress, 1933

Logitech’s internal control required the preparation of a formal accounting memorandum, Bardman and Wolf, avoided preparing that memorandum -which was an opportunity to disclose important information regarding Revue prices issues, problems with manufacture and additional important fact for stakeholders. Internal controls existed but it was a process of “pick and choose” which internal controls to comply and which ones to ignore.

Influences and Standards: International Accounting Standards

GAAP rule requires that “A decline in the utility of inventory should be expensed in the period of the decline (rather than waiting until when the inventory is sold), and the value of the inventory should be written down to its replacement cost. In most cases, valuation of inventory at an amount in excess of cost is prohibited under U.S. GAAP. In addition, if a write-down of inventory is required, that value becomes the new cost basis for the inventory, and recognition of any recovery in value is forbidden”, Wampler & Holt 2013.  Similarly, according to IFRS “The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs” (IFRS- IAS2, n.d.)

US GAAP requires that: “If the warranty extends into the next accounting period, a current liability for the estimated amount of warranty expense expected in the next period must be recorded. If the warranty spans more than the next period, the estimated liability must be partitioned into a current and long-term portion. ASC 460 requires disclosure of product warranties in the notes to financial statements” Flood, 2015.  According to IFRS “A contingent liability is not recognised in the statement of financial position. However, unless the possibility of an outflow of economic resources is remote, a contingent liability is disclosed in the notes” (IFRS-IAS37, n.d.

Regarding the discounts that Logitech provided the distributor to collect payments, they are not compliant with GAAP because “ASC 605-15-25 condition are not met: 1. The seller's price to the buyer is substantially fixed or determinable at the date of sale”. Flood, 2015.  IFRS has a very broad definition” Revenue is recognised when it is probable that future economic benefits will flow to the entity and those benefits can be measured reliably. IAS 18 identifies the circumstances in which those criteria will be met and, therefore, revenue will be recognised. It also provides practical guidance on the application of the criteria. Revenue is measured at the fair value of the consideration received or receivable” (IFRS - IAS 18, n.d.)

IFRS is broad on key aspects where Logitech fraud is committed since it relies more on Corporate Governance, which failed in this case. Even though fraud occupied the GAAP standards allow to pinpoint the crime and prosecute accordingly which is more difficult with   less strict rules.

Bardman and Wolf knew that they were hiding information from the public interest, they received all the warnings from their accounting and operations departments that adjustments were needed, and they decided ignored them, even when specific rules from the SEC existed.

There was incentive for the CFO to commit fraud, since: “Bardman personally profited from his misstatements and omissions by, among other things, receiving a bonus that was based, in part, on Logitech’s overstated operating income for fiscal 2011”, (SEC Northern District of California- San Francisco Division, 2016). There