August 26, 1998
Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549-6009
Reference File No. S7-16-98
Dear Mr. Katz:
This letter is written in response to the proposed amendment of rule 102(e) to the SEC’s Rules of Practice. Beckman Coulter, Inc. is a publicly traded, multinational corporation which employs a number of certified professionals, including many Certified Public Accountants. As such, this proposed amendment directly affects many of us.
The Company believes that the Commission’s proposed amendment can be interpreted to call for disciplinary action against a CPA for "improper professional conduct" in the event of a single act of negligence or a simple error in judgment. The Company agrees with the Commission that the protection of the quality of reports available to investors is of utmost importance and as such agrees with the existence of penalties against gross negligence and knowing misapplication of accounting standards or misrepresentation. We are concerned, however, about lowering the threshold to include single acts of simple negligence or misjudgment. The proposed change is particularly concerning given the dynamic nature of our business and the number of technical accounting issues we ask our people to handle daily.
Our accounting professionals are asked to research relevant guidance issued by the SEC, the Financial Accounting Standards Board and other governing bodies as they relate to current and pending issues. The staff are then asked to make decisions about accounting treatment, and our auditors are asked to render opinions on the treatment. Most of the decisions, even after diligent research, require significant judgment and interpretation of existing accounting literature, which at times can be ambiguous or unclear. Some ambiguities are subsequently clarified through interpretations issued by one or more of the governing bodies, however, the Company’s decisions often must be made without the aid of such interpretation. The proposed amendment as worded would provide the Commission, with the benefit of hindsight and sometimes further industry interpretation, the ability to deem a decision made by professionals as improper conduct, even if that decision was legitimate and reasonable given the guidance available at the time. Additionally, that single incident would be grounds for the Commission to pursue suspension of those professionals from practice. With this thought in mind, every time one of our professionals is asked to make a judgment regarding an issue, the fear of subsequently being deemed to have acted inappropriately will be present, which may keep that person from adequately considering all available options and may unduly impact the ultimate decision made.
The Company would agree that an act of knowing misrepresentation and/or disregard for generally accepted accounting principles would be grounds for possible disciplinary action. As well, a pattern of negligence or significant errors in judgment may warrant discipline. It is our belief, however, that the proposed amendment to Rule 102(e) goes beyond this level of action and may subject undue punishment on an otherwise upstanding professional CPA who happened to make an error in judgment. Thank you for providing us a chance to express our concerns.
Sincerely,
Dennis K. Wilson
Chief Financial Officer