Calumet Fined $250,000 for Hasty Earnings Release


On November 25, 2019, Calumet Specialty Products Partners, L.P. (“Calumet”) agreed to pay the SEC a $250,000 fine stemming from material misstatements the Company made regarding its 2017 financial results.

In September 2017, Calumet disclosed that its internal control over financial reporting (“ICFR”) was ineffective due to the implementation of a new enterprise resource planning system.  Consequently, Calumet was unable to file its third quarter 2017 financial results on time.  Calumet’s ICFR weaknesses, including a previously unidentified weakness uncovered by the Company’s auditor, continued through March 2018.  Nevertheless, Calumet announced its full year 2017 financial results on March 8, 2019.  Eleven days later, Calumet disclosed that its actual 2017 financial results would differ from the March 8 earnings release.

According to the SEC, Calumet’s 10-K confirmed that the March 8 earnings release materially overstated the Company’s 2017 financial results and was a direct result of the aforementioned ICFR weaknesses.  As a result of the material misstatements, the SEC alleged that Calumet’s March 8 earnings release violated Section 13(a) of the Exchange Act as well as certain rules promulgated thereunder.

Here is a link to the SEC Order.

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About Michael Van Gorder

Michael Van Gorder's practice is focused on securities litigation. Michael is a Partner in the firm's Delaware office. Prior to joining F&F, Michael served as a law clerk to the Honorable James T. Vaughn, Jr. of the Delaware Supreme Court (2015-16). While attending law school, Michael served as the Editor-in-Chief of the Delaware Journal of Corporate Law and was selected as a Josiah Oliver Wolcott Fellow with the Delaware Supreme Court. Before law school, Michael worked in the private bank of a global financial services firm where he held multiple securities licenses.Michael has authored the following article: Boilermakers v. Chevron: Are Board Adopted Arbitration Bylaws Valid Under Delaware's General Corporation Law?, 39 Del. J. Corp. L. 443 (2014).Michael received his J.D., magna cum laude, from Widener University School of Law (2015). Michael received his B.S., Business Management, 2008; M.B.A., Finance, 2011, from Wilmington University. Michael is licensed to practice law in the state of Delaware and is admitted to the United States District Court of Delaware.

Tags: SEC, securities, shareholder, market, stockholder, financial reporting, internal control Michael Van Gorder Michael Van Gorder
Partner at Faruqi & Faruqi, LLP

Delaware office
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E-mail: mvangorder@faruqilaw.com

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