EchoStar Corporation (NASDAQ: SATS) – At the time of EchoStar Corporation’s acquisition of DISH Network in late 2023, Buxton Helmsley identified what appeared to be systematic accounting failures concealed within DISH’s financial statements. The firm’s forensic analysis revealed undisclosed asset depreciation expenses that violated GAAP ASC 350/360 and Regulation S-X, stemming from DISH’s evidenced actual net asset insolvency prior to the merger.
The scale of the apparent violations was staggering. DISH had certified over $18.4 billion in shareholder equity value in its SEC filings, yet the EchoStar-DISH merger agreement valued DISH equity at approximately $3 billion—an effectively admitted $15+ billion asset value impairment that was never disclosed to DISH investors within financial statements. This apparent overstatement represented the vast majority of DISH’s reported shareholder equity and raised serious questions about the integrity of financial statements filed by both companies.
Multiple indicators supported Buxton Helmsley’s conclusion of evident net asset insolvency, despite EchoStar shareholders acquiring DISH for $3 billion. Standard & Poor’s had assigned 0% recovery ratings to major DISH senior unsecured bond issues, indicating bondholders had essentially no asset value securing their investments. The rating agency also assigned only 80% recovery ratings to DISH’s secured debt—unprecedented for obligations purportedly backed by collateral. DISH’s bonds were trading at distressed levels with effective yields exceeding 30% for senior unsecured notes due March 2024, pricing in severe financial distress that contradicted the company’s certified financial position.
The forensic analysis identified numerous “triggering events” under GAAP ASC 350/360 that should have required impairment testing and disclosure, including: one of the most aggressive Federal Reserve tightening cycles in history; DISH’s stock price declining from book value to less than 85% of book value; multiple bond rating downgrades; disclosed litigation affecting transactional leverage; and management’s own statements on earnings calls about “narrow paths” to financial stability. Despite these clear indicators, DISH reported no material asset value impairment beyond routine amortization from Q1 2020 through the merger closing.
Buxton Helmsley initiated contact with DISH’s Board of Directors through a private letter on December 27, 2023, before the EchoStar-DISH merger closed. The letter detailed the firm’s findings of evidential materially false financial statements, apparent accounting fraud, and concerns about the merger proceeding on terms that appeared to violate EchoStar’s Board’s fiduciary duties to EchoStar shareholders. The firm requested a substantive response by January 12, 2024.
The company’s response—or lack thereof—proved telling. Rather than addressing Buxton Helmsley’s allegations, EchoStar proceeded to close the DISH acquisition. On January 4, 2024, the company filed a mixed shelf registration statement with the SEC, indicating plans to raise capital through securities offerings without having addressed the apparent material misstatements in the underlying financial statements. Buxton Helmsley amended the response deadline to January 8, 2024, given the severity of the situation.
When the deadline passed with no response from the company, Buxton Helmsley escalated to a public campaign. On January 22, 2024, the firm released a detailed 15-page public letter to EchoStar’s Board documenting the apparent accounting and securities fraud, conflicts of interest involving the same controlling shareholder and Chairman of both EchoStar and DISH, and apparent fraudulent conveyances. The letter was copied to the SEC, the Public Company Accounting Oversight Board, and EchoStar’s Chief Accounting Officer.
The company’s actions following the public letter further validated Buxton Helmsley’s concerns. On January 10, 2024—just weeks after receiving Buxton Helmsley’s private warning about DISH’s evidenced insolvency—EchoStar announced it had transferred numerous crown jewel assets out of DISH into a separate EchoStar subsidiary. This asset stripping left DISH as an even more under-secured shell of liabilities, in what Buxton Helmsley characterized as apparent fraudulent conveyances subject to likely claw-back under the U.S. Bankruptcy Code.
Buxton Helmsley continued its engagement through a series of escalating public letters in February and March 2024, each documenting additional triggering events and violations:
The Senate Finance Committee letter placed the EchoStar matter in context of Buxton Helmsley’s previous successful exposure of accounting fraud at Mallinckrodt, where the SEC had failed to take action despite the company vindicating BHG’s allegations in bankruptcy court. The letter called for depositions of key executives, including CFO Veronika Takacs, and questioned why companies would follow securities laws when apparent multibillion-dollar accounting fraud schemes faced no consequences.
Throughout the engagement, Buxton Helmsley emphasized several key points: (1) the company never denied the allegations; (2) EchoStar’s acquisition of DISH appeared driven by conflicts of interest rather than sound business judgment; (3) the asset stripping following BHG’s private warning suggested consciousness of the validity of the insolvency allegations; and (4) auditor KPMG’s continued sign-off on the financial statements raised serious questions about audit quality, particularly given KPMG had been auditor for both DISH and EchoStar and had never issued a going concern opinion for DISH despite its severe financial distress.
On November 6, 2025, EchoStar Corporation validated Buxton Helmsley’s forensic analysis in dramatic fashion. The company reported a $16.48 billion impairment charge—closely matching Buxton Helmsley’s assessment of the minimum $15 billion equity overstatement and ranking among the largest impairment charges in telecommunications history.
The impairment disclosure served to vindicate effectively every major element of Buxton Helmsley’s analysis: that DISH had concealed massive asset value depreciation from financial statements; that numerous triggering events under GAAP ASC 350/360 were apparent to have been ignored; that the merger consideration implicitly admitted losses that were never disclosed; and that the company was operating under materially false financial statements throughout the merger process and for years after.
Notably, throughout the entire 21-month engagement from initial private contact through the eventual impairment disclosure, EchoStar never denied Buxton Helmsley’s allegations. The company’s silence—punctuated only by actions that further supported BHG’s analysis—spoke volumes. The company proceeded with the merger, stripped assets from DISH, attempted securities offerings, and continued filing financial statements that failed to reconcile the admitted equity overstatement (an overstatement implicated by the terms of the acquisition), all while maintaining complete radio silence on the substance of BHG’s detailed forensic findings.
The case demonstrates several hallmarks of Buxton Helmsley’s forensic methodology:
Systematic Analysis of Triggering Events: The firm documented dozens of specific triggering events under GAAP ASC 350/360 that should have prompted impairment testing, from macroeconomic factors (Federal Reserve tightening) to company-specific indicators (management’s own statements about “narrow paths”) to market signals (bond trading at distressed levels, Standard & Poor’s 0% recovery ratings).
Integration of Multiple Evidence Sources: The analysis synthesized evidence from financial statements, merger documents, bond market pricing, credit ratings, management statements on earnings calls, and regulatory filings to build a comprehensive picture of the company’s true financial condition.
Escalation Strategy: Beginning with private engagement and escalating through public letters to regulatory agencies and congressional oversight when the company failed to respond, demonstrated sophisticated stakeholder engagement and understanding of multiple pressure points.
Real-Time Monitoring: The firm tracked and documented each subsequent company action and triggering event, issuing updates that both held the company accountable and built an increasingly compelling evidentiary record.
The EchoStar engagement also highlights critical weaknesses in the financial reporting ecosystem. KPMG, a Big Four accounting firm, signed clean audit opinions on DISH financial statements up through the merger despite the massive asset overstatement. The auditor’s eventual issuance of a “substantial doubt” going concern opinion—skipping straight past a basic going concern qualification—suggested a sudden recognition of problems that should have been identified years earlier. The case raises troubling questions about audit quality and the effectiveness of the audit process in identifying material misstatements, particularly when management may be failing to report deteriorating asset values.
The involvement of overlapping leadership—particularly the same Chairman of both DISH and EchoStar, also holding controlling voting power of both entities—created conflicts of interest that appeared to result in EchoStar shareholders bearing the cost of an acquisition at evidently inflated values. Buxton Helmsley’s analysis suggested that a bankruptcy auction would have been more economically advantageous for EchoStar shareholders, but would have risked the controlling shareholder losing control of DISH’s assets. The merger structure, followed by rapid asset stripping, suggested a strategy designed to preserve control rather than maximize value for each respective company’s public shareholders.
The $16.48 billion impairment charge effectively vindicated Buxton Helmsley’s assessment and demonstrated the firm’s capability to identify apparent multibillion-dollar accounting failures that elude traditional audit processes. The engagement showcases the value of independent forensic analysis in protecting investors and maintaining the integrity of public company financial reporting.
Relevant Disclosure: The above-described investor engagement campaign was conducted by The Buxton Helmsley Group, Inc., which was previously authorized to use the “Buxton Helmsley” trademark. The Buxton Helmsley Group, Inc. is in no way affiliated with Buxton Helmsley, Inc. or its affiliated entities. This information is only relevant to Buxton Helmsley, Inc. and its affiliated entities merely due to their employment of the same key principal, Alexander E. Parker.
Buxton Helmsley
Buxton Helmsley
Buxton Helmsley
Buxton Helmsley