We Now Know the Buyer of PwC’s Global Mobility Services Business

After months of rumors and speculation online about whether or not PwC was selling its global mobility services business and, if so, to whom, we now have answers to both questions: Yes and private equity firm Clayton, Dubilier & Rice.

Here’s the press release that just hit our inbox:

Clayton, Dubilier & Rice and PwC today announced an agreement under which CD&R funds will acquire PwC’s Global Mobility Tax and Immigration Services business. The business is the global leader in employee tax, immigration, business travel, mobility managed services, and payroll solutions to multinational organizations and their employees. Terms of the transaction were not disclosed.

The Global Mobility Tax and Immigration Services business serves more than 3,000 multinational clients worldwide. The business helps organizations manage global talent mobility, while providing personalized, high-quality tax and immigration services to cross-border employees, as they navigate compliance issues associated with global employment. The transaction will create a free-standing, global platform with more than 5,700 professionals hyper-focused on a seamless cross-border experience for clients, while accelerating investment in technology and new services.

Throughout its more than 50-year history, the business has been the leader in global mobility services, supporting its clients’ talent mobility programs by helping solve cross-border employment challenges. Recently, the business enhanced its service offerings to reflect the changing needs of clients and their cross-border employees throughout the pandemic.

“We are excited for the opportunity to become a free-standing organization and partner with CD&R to build on our market leadership and drive more value for clients,” said Peter Clarke, Global Managing Partner for Global Employee Mobility at PwC, who will be CEO of the new company. “The pandemic proved that global employment issues remain a key challenge for companies, especially as compliance requirements become more complex. Our partnership with CD&R will allow us to accelerate our technology investments to offer what our clients are asking for: an integrated digital experience across the entirety of the talent mobility ecosystem. These technology investments along with our new global operating model will support an even more differentiated service experience for our clients with the same laser focus on the quality and confidentiality of the services we provide to our cross-border employee clients, while providing expanded and rewarding career opportunities for our team.”

“CD&R has a longstanding track record of executing global carve-out transactions helping companies transition from corporate ownership to independent models,” said Stephen Shapiro, a CD&R partner.  “We believe, as a free-standing platform, PwC’s Global Mobility Tax and Immigration Services business will be positioned to increase its value proposition to its world-class client base.”

“The Global Mobility Tax and Immigration Services business has significant global capabilities to support emerging trends and complexities in talent mobility. The business is well positioned to capitalize on the future growth of global employee mobility, as companies and economies rebound from the pandemic. The return of business travel, emerging mobile work patterns, and the heightened need for compliance in a complex business and regulatory environment will drive significant need for a globally integrated provider with a sophisticated digital platform,” said Russ Fradin, CD&R Partner and former CEO and Chairman at Aon Hewitt, who will become board chairman of the new independent company upon close. “We are excited to partner with a very talented team to unlock their potential as a free-standing enterprise.”

“The best interests of our clients, people and partners have been at the forefront of this transaction and I’m confident that, with CD&R’s backing, the new business will be well equipped to grow and meet the developing needs of its clients of all sizes and in all segments around the world,” said Bob Moritz, Global Chairman of PwC. “This sale will allow PwC to increase its investment in and prioritize building capabilities relevant to our global strategy – The New Equation. I’d like to thank the partners and people involved for their great work and wish them well for the future.”

The business will be rebranded following the completion of the transaction, which is expected to close in the first half of 2022, subject to customary closing conditions including completion of certain local works council consultations. Deutsche Bank Securities Inc., JP Morgan, UBS Investment Bank, BMO Capital Markets Corp., BNP Paribas Securities Corp., Mizuho Financial Group Inc., RBC Capital Markets, LLC, and Societe Generale have committed financing to the transaction and are acting as financial advisors to CD&R; Debevoise & Plimpton LLP is providing legal counsel to CD&R. Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP and Linklaters LLP are providing legal counsel to PwC.

The Financial Times reported earlier today that the deal is worth about $2.2 billion, and it’s the largest sale by PwC since it dealt its consulting division to IBM for $3.5 billion in 2002.

PwC to sell mobility unit to private equity group CD&R for $2.2bn [Financial Times

The post We Now Know the Buyer of PwC’s Global Mobility Services Business appeared first on Going Concern.

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Deloitte Canada Fined $350,000 By the PCAOB For Fudging Audit Workpapers

Someone lit a fire under the asses of those who work in the PCAOB enforcement division because they issued seven disciplinary orders to audit firms and accountants from Sept. 22 to Sept. 30. One of those firms was Deloitte Canada.

Compliance Week reported:

The Public Company Accounting Oversight Board (PCAOB) on Wednesday [Sept. 29] imposed a $350,000 civil penalty on Deloitte Canada for reasonable assurance quality control failures.

The PCAOB further required the Canadian branch of the Big Four firm to establish or revise its quality control policies and procedures and provide additional training to employees involved in any audit.

According to the PCAOB’s order, from November 2016 through early March 2018, Deloitte Canada failed to “establish, implement, and communicate appropriate quality control policies and procedures to provide … reasonable assurance that the work performed by engagement personnel complied with applicable professional standards, regulatory requirements, and the firm’s standards of quality.”

In particular, according to the enforcement order, this:

Deloitte Canada’s system of quality control failed to provide reasonable assurance that Firm personnel appropriately dated their preparation and review of audit work papers. As a result, during that period, the Firm failed to comply with PCAOB audit documentation standards in connection with certain audits and quarterly reviews.

No matter how many times they’re told not to by the PCAOB, auditors just can’t resist the temptation to alter workpapers. It’s like they have an angel on one shoulder telling them not to do it and they have a devil on the other shoulder telling them to do it. And many times they side with the devil. And a lot of times they get caught.

PCAOB rules require auditors to prepare audit documentation that accurately reflects when audit work was completed and reviewed. Makes sense. Up until November 2016, Deloitte Canada’s electronic workpaper system allowed Deloitters to document their performance and review of work by manually selecting preparer and reviewer sign-off dates for each workpaper, according to the PCAOB. But in November 2016, Deloitte updated its system:

[The updated system] removed Firm personnel’s ability to manually select sign-off dates. Under the new system, when an auditor entered a sign-off, the current date was automatically generated. At the time the Firm adopted its new system, personnel from the Firm’s National Office were aware of a risk that individuals could override the new system by changing their computer date settings to backdate work paper sign-offs. Despite that awareness, the Firm did not take sufficient steps—through written policies, guidance, training, or otherwise—to address that risk.

Thus, Deloitte auditors faced the temptation of overriding the system. Did they resist that temptation? Of course not!

During the 16 month-period following the adoption of the new work paper system, Firm personnel overrode the system and backdated their work paper sign-offs in at least six issuer audits and two quarterly reviews subject to PCAOB standards. This conduct occurred while teams were assembling a complete and final set of work papers for retention, or earlier, in these engagements. Additionally, some auditors on these engagements deleted and replaced sign-offs in order to ensure that reviewer sign-offs were dated after preparer sign-offs. Collectively, this conduct obscured the dates on which work had actually been completed and reviewed.

Then in February 2018, a Deloitte auditor sided with the angel on his or her shoulder and put a stop to all the overriding and backdating:

[A] Deloitte Canada auditor raised a concern with senior Firm personnel about auditors altering the dates on their computers to backdate work paper sign-offs. In response, the Firm identified and implemented in early March 2018 a method to remove personnel’s ability to change the date settings on their computers, which prevented further backdating of work paper sign-offs. The Firm also promptly instructed personnel to “[a]lways use the actual date on when the physical sign-off occurs.”

Deloitte Canada is no stranger to $350,000 fines from the PCAOB. The firm got one in October 2018 for failing to maintain independence during its 2012, 2013, and 2014 audits of Canadian gold-mining company Banro Corp.

PCAOB fines Deloitte Canada $350K for quality control failures [Compliance Week]

Related article:

PCAOB Fines Deloitte Canada $350,000 for Breaking Independence Rules Thrice on Audits of Banro

The post Deloitte Canada Fined $350,000 By the PCAOB For Fudging Audit Workpapers appeared first on Going Concern.

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