“Management Certifications at Groupon.” Comment on the fact that the certification discusses management’s responsibility regarding internal controls, and yet the 8-K disclosure notifies the users of Groupon’s financial statements that the company has a material weakness in its internal controls. Access Yahoo finance or another similar online source for historical stock prices. What was the stock price and volume during the period March 26 to April 2, 2012 (the period in which the restatement and internal control material weakness disclosure was made)? What are your thoughts about the change in the stock price and volume?

       

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EXHIBIT 14.6 Management Certifications at Groupon GROUPON CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Andrew D. Mason, certify that: 1. I have reviewed this Annual Report on Form 10K of Groupon, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading, with respect to the periods covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly represent in all material respects the fnancial condifion, resuls of operations and cash flows of the registrant as of, and for, the periods presented in this report, 4. The registrant's other certifying officer and i are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 130-15(e) and 15d 15(e]) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is mode known to us by others wthin those entifies, particularly during the period in which this report is being prepared; (b) [Omitted pursuant to Exchange Act Rules 130-14(a) and 15d-15(a).] ic) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the discosure controls and procedures, os of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant' s most recent fiscal quarter (the registrant's fourth fiscal quarter in the ca se of an annual reportj that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant' s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the des ign or operation of internal control over finan- cial reporting which are reasonably likely o odversely affect the registrant's ability to record, process, sum- marize and report financial information; and (b) Any fraud, whether or not material, that involves manage in the registrant's intemal control over financial reporting. ant or ofher employees who have a significant role Date: March 30, 2012 Ls/ Andrew D. Mason Andrew D. Mason Chief Executive Officer Of particular interest, on the same date, Groupon issued an 8K form announcing a restatement of its fourth quarter 2011 financial results. In the 8-K, manogement stated the following: In conjunction with the completion of the audit of Groupon's financial statements for the year ended Decem- ber 31, 2011 by its independent auditor, Ernst & Young LLP, the Company included a statement of a mate rial weakness in its intermal controls over its financial statement close process in its Annual Report on Form 10-K for year ended December 31, 2011. The Company has been working for several months with another global accounting firm in preparation for reporting on he effectiveness of its intemal controls by the end of 2012, as required following Groupon's initial public offering last year. The Company continues to implement process improvement initiatives and aug ment its staffing, and is expanding the accounting firm's engage ment scope to oddress the underlying causes of the material weakness. Taken together, the se two disclosures alert users that Groupon management is (a) responsible for maintaining internal controls for the company, and (b) has fallen short of its responsibility. Not surprisingly, Groupon's stock price fell 17% upon the release of the restatement news. EXHIBIT 14.6 Management Certifications at Groupon GROUPON CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Andrew D. Mason, certify that: 1. I have reviewed this Annual Report on Form 10K of Groupon, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading, with respect to the periods covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly represent in all material respects the fnancial condifion, resuls of operations and cash flows of the registrant as of, and for, the periods presented in this report, 4. The registrant's other certifying officer and i are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 130-15(e) and 15d 15(e]) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is mode known to us by others wthin those entifies, particularly during the period in which this report is being prepared; (b) [Omitted pursuant to Exchange Act Rules 130-14(a) and 15d-15(a).] ic) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the discosure controls and procedures, os of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant' s most recent fiscal quarter (the registrant's fourth fiscal quarter in the ca se of an annual reportj that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant' s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the des ign or operation of internal control over finan- cial reporting which are reasonably likely o odversely affect the registrant's ability to record, process, sum- marize and report financial information; and (b) Any fraud, whether or not material, that involves manage in the registrant's intemal control over financial reporting. ant or ofher employees who have a significant role Date: March 30, 2012 Ls/ Andrew D. Mason Andrew D. Mason Chief Executive Officer Of particular interest, on the same date, Groupon issued an 8K form announcing a restatement of its fourth quarter 2011 financial results. In the 8-K, manogement stated the following: In conjunction with the completion of the audit of Groupon's financial statements for the year ended Decem- ber 31, 2011 by its independent auditor, Ernst & Young LLP, the Company included a statement of a mate rial weakness in its intermal controls over its financial statement close process in its Annual Report on Form 10-K for year ended December 31, 2011. The Company has been working for several months with another global accounting firm in preparation for reporting on he effectiveness of its intemal controls by the end of 2012, as required following Groupon's initial public offering last year. The Company continues to implement process improvement initiatives and aug ment its staffing, and is expanding the accounting firm's engage ment scope to oddress the underlying causes of the material weakness. Taken together, the se two disclosures alert users that Groupon management is (a) responsible for maintaining internal controls for the company, and (b) has fallen short of its responsibility. Not surprisingly, Groupon's stock price fell 17% upon the release of the restatement news.

Answer rating: 100% (QA)

Groupons CEO and CFO certified the financials for the year ended December 2011 as per their responsi... View the full answer