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loanranger

11/09/16 10:38 AM

#34441 RE: clearmont88 #34436

"I asked the same question."
To whom? What was their response?
(The question was "Did Seth Shaw sign the engagement letter with Cowan on behalf of Tauriga for the year ended March 31, 2014 audit?")


"And if you read the deposition that Seth made public, you'll find Meyler admits that he concealed the PCAOB investigation from the company."
I'm not a big fan of the characterization "PCAOB investigation", but...From that deposition:
There was a normal PCAOB inspection of Cowan done in November of 2014.
PCAOB advised Cowan of independence issues raised in that inspection in December of 2014.
It was established that internal partner rotation forms should have made Cowan aware that there was an independence issue.
When asked if anyone contacted "an agent or affiliate of Tauriga" to advise them of the PCAOB letter regarding their independence inquiry Meyler said "No."
The lawyer then asked "How come?" and Meyler responded with an explanation that dealt with Cowan's attorney who was dealing with THEIR PCAOB issue and not very directly with the question.

(So I have two small problems with your "And if you read" statement....you can decide whether you find them important. The second involves the distinction between "he concealed the PCAOB investigation from the company" and the fact that nobody told the company....those things ARE different. Your statement isn't wrong, it's just colored...investigation vs informal inquiry and concealed versus not told.)


The only party in this that should have been surprised about the independence issue was the PCAOB....they don't do annual inspections for firms of Cowan's size. Cowan/Meyler obviously should have been aware of it and the fiduciary duties of the Tauriga Board of Directors required that they too should have been aware of it***. The "we didn't know and it's all Cowan's fault" argument just doesn't fly. Any Court decision or settlement agreement should take that into consideration.

And so should you when you make statements like this:
"Cowan did the wrong thing all around.
Blaming Seth Shaw for that??? Absolutely not. That would very unreasonable."

That's why I asked whether Shaw signed the engagement agreement. Even if HE didn't, some TAUG Officer/Director surely did. And in doing so joined in the responsibility for the independence failure.



***It's not likely here because of a lack of interest, but that failure of the Board could easily justify a shareholder suit.