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Name and title: Philip Rotner, U.S. general counsel of Deloitte & Touche U.S.A. LLP. Age: 57 One of the big four: Deloitte & Touche is the U.S. arm of Deloitte Touche Tohmatsu, one of the accounting world’s “Big Four,” along with Ernst & Young, KPMG and PricewaterhouseCoopers. Based in New York, Deloitte performs a variety of accounting and tax functions, including auditing, management consulting, fiscal oversight and enterprise risk services. The firm has approximately 30,000 employees and 2,500 partners in 80 nationwide offices, and its parent corporation states on its Web site that it “serves more than one-half of the world’s largest companies.” Legacy of Enron: The corporate corruption that claimed Enron, allegedly abetted by its accountants at Arthur Andersen, has spawned a range of measures to strengthen transparency and accountability in the business world. The Sarbanes-Oxley Act of 2002, requiring CEOs and their chief financial officers to certify that companies’ internal audit procedures are reliable, has, according to Rotner, “changed the way [accounting] professionals serve their clients.” His office is deluged now with time-consuming reporting and registration requirements to satisfy Sarbanes-Oxley. Another effect of the act is that Deloitte Consulting has become a separate entity in order to ease clients’ concerns about auditor independence. Referring to the demise of Arthur Andersen, Rotner opined that “One real north star is to make decisions that are professionally right, without excessive regard for the consequences. It is becoming increasingly clear that when problems arise, how you will be viewed and treated will depend as much on how you reacted to the problem as it will depend on the underlying problem itself.” D&T and oversight: As decreed by Sarbanes-Oxley, an accounting or auditing firm that issues reports on companies that file statements with the Securities and Exchange Commission must be registered with a new regulatory group: the Public Company Accounting Oversight Board. This private-sector, nonprofit corporation has “become an everyday part of our existence,” said Deloitte’s GC. “They may be here at any time, looking through documents, examining work papers and learning about the firm.” The creation of the oversight board is considered to have the most high-profile impact on the accounting profession of any Sarbanes-Oxley changes. If books aren’t kosher: If auditors find irregularities in clients’ financial statements, a number of steps may come into play as they take a “closer and broader” look at the situation. Rotner said that Deloitte tries to determine the materiality of such mistakes: Are they errors or merely irregularities? Do such discrepancies call into question the honesty or integrity of the client? The auditor may be required to inform the audit committee or get the national office on the case. Previous statements may also be pored over, as the discovery of problems may have an impact on prior accounting periods. Rotner conceded that Deloitte is involved in “a handful of relatively high-profile cases, but nothing comes close to the magnitude of the Enron affair-a different kind of animal altogether.” The parent firm, however, is under scrutiny as a consequence of the collapse of food and dairy giant Parmalat Finanziaria SpA, whose downfall, triggered by accounting irregularities, represents Italy’s biggest financial calamity. Deloitte is not accused of wrongdoing, but is alleged to have accepted, unquestioningly, the audits of Parmalat’s previous auditor. Deloitte has also recently replaced PricewaterhouseCoopers as independent auditors for scandal-scarred Tyco International Ltd. Legal team: Forty-four attorneys staff the office of the general counsel (OGC in company parlance), with an even split between litigators and corporate/ business lawyers. Fourteen accountants, 10 paralegals and an administrative staff of 25 round out the group. Litigators are assigned to specific cases, always working directly with outside counsel, and they supervise case strategy and review outside counsel’s work quality. Business/corporate specialists’ diverse duties encompass regulatory responsibilities, practice advice, risk management, acquisitions and dispositions, employment issues and intellectual property, particularly financial software. Rotner, who reports to CEO James H. Quigley, is “generally responsible for the whole department and what goes on in it.” Outside firms include Skadden, Arps, Slate, Meagher & Flom, Kramer Levin Naftalis & Frankel, Davis Polk & Wardwell, and Hughes Hubbard & Reed, all of New York; Bingham McCutchen; Chicago’s Mayer, Brown, Rowe & Maw; Sidley Austin Brown & Wood; Heller Ehrman White & McAuliffe; Latham & Watkins; and Houston’s Baker Botts. Gibson, Dunn & Crutcher of Los Angeles does a substantial amount of regulatory-related work as well. Rotner said that, “We try to custom-match every case with a lawyer. Good lawyering makes an enormous difference, as does having the right lawyer on the right case.” Deloitte’s legal team does as much corporate, business and practice-advice work as possible in-house. Route to the top: Armed with degrees from the University of California at Berkeley (1969) and Harvard Law School (1972), Rotner commenced his career as an associate at a now-shuttered Boston firm. In 1974, he returned to the San Francisco Bay Area and joined McCutchen, Doyle, Brown & Enersen, staying until 1995. His primary focus was the defense of shareholder class actions, concentrating on defense of accounting firms. While representing the CEO of Deloitte at a deposition, Rotner was asked, “more or less out of the blue,” if he was interested in the general counsel job. He accepted it in December 1995. Rotner’s legal experience was in litigation, not business law, but he was told that this was a qualification for the position, not a debit. “At that time,” he recalled, “it was unusual for litigators to be taking general counsel jobs, but I think Deloitte recognized that litigation was an increasingly serious issue in the professional world and began to look to people with litigation backgrounds, rather than just corporate backgrounds, to take on the role.” Personal: The Chicago native lives in New York with his wife, Janet. He is an inveterate traveler. Last book and movie: The Price of Loyalty: George W. Bush, the White House, and the Education of Paul O’Neill, by Ron Suskind, and Robert Altman’s The Company.

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