SEC Obtains Final Judgment Against Rpm International Inc. and Its General Counsel
Litigation Release No. 24994 / December 23, 2020
Securities and Exchange Commission v. RPM International Inc. and Edward W. Moore, Case No. 1:16-cv-01803-ABJ (D.D.C., filed Sept. 9, 2016)
The Securities and Exchange Commission today announced that Ohio-based RPM International Inc. and Edward W. Moore, RPM's General Counsel and Chief Compliance Officer, agreed to pay more than $2 million to settle the SEC's charges of accounting and disclosure violations related to a prior government investigation. The U.S. District Court for the District of Columbia entered a final judgment against RPM and Moore on December 22, 2020.
The SEC's complaint alleged that, in violation of generally accepted accounting principles and the securities laws, RPM failed to timely disclose a material loss contingency, or record an accrual, for a U.S. Department of Justice investigation. According to the complaint, from 2011 through 2013, RPM was under an investigation by DOJ concerning whether RPM overcharged the government on certain contracts, and Moore oversaw RPM's response to the investigation. The SEC alleged that, in the first and second quarters of RPM's fiscal year 2013, RPM estimated that it overcharged the government by material amounts on the contracts at issue and, in the second quarter, planned to settle with DOJ. As alleged, however, RPM did not disclose the DOJ investigation, or record any accrual on its books, until the third quarter. As further alleged by the SEC, Moore knew the status of the DOJ investigation but failed to communicate key facts - including the overcharge estimates - to RPM's Chief Executive Officer, Chief Financial Officer, and Audit Committee, among others. As a result, according to the complaint, RPM failed to timely disclose and record an accrual for the DOJ investigation. In August 2014, RPM restated the first three quarters of its fiscal year 2013 to disclose the DOJ investigation in the first quarter, and to record accruals in the first, second, and third quarters. In its restatement, RPM also disclosed a material weakness in its internal control over financial reporting during the first two quarters of fiscal year 2013.
Without admitting or denying the allegations of the complaint, RPM agreed to be permanently enjoined from violating the reporting provisions of Section 13(a) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder; the books and records provision of Exchange Act Section 13(b)(2)(A); and the internal accounting controls provision of Exchange Act Section 13(b)(2)(B). RPM also agreed to pay a penalty of $2 million. Moore agreed, without admitting or denying the complaint's allegations, to be permanently enjoined from violating the books and records provision of Exchange Act Rule 13b2-1 and to pay a penalty of $22,500.
The SEC's litigation was conducted by Timothy K. Halloran, Gregory R. Bockin, Sarah H. Concannon, and Christopher M. Bruckmann, and supervised by Thomas A. Bednar and David J. Gottesman. The SEC's investigation was conducted by Mr. Halloran and Michael J. Hoess.