Management override of internal controls

Earlier this month, medical-device maker Datascope warned investors that it would delay the filing of its most recent quarterly results while it investigates several reports called into its ethics hotline, including a series of charges against its founder, chairman, and chief executive officer, Lawrence Saper.

Among other troubles the company listed in its regulatory filing: “The members of the internal audit department, legal department and chief financial officer alleged that the matters in question evidenced overrides of controls.”

So far in Datascope’s case, the audit committee has stressed that it has found no solid evidence yet that the $375 million company is a victim of improperly overridden controls. But few risks are as perilous to the integrity of financial statements as a management override, and the issue of management taking a position contrary to the control environment has been a concern among regulators and accounting professionals for years. And as non-accelerated filers prepare for their first year of compliance with Section 404 of Sarbanes-Oxley, which requires them to attest to the effectiveness of internal controls, that concern is growing.

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