Linda Griggs

Linda Griggs

Morgan Lewis

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New Credit Rating Agency Rules Offer Insight into Public Company Internal Controls

The SEC has adopted credit rating agency rules for Nationally Recognized Statistical Rating Organizations (NRSROs), which include requirements relating to NRSROs’ internal controls. The Dodd-Frank Act requires NRSROs to...more

9/10/2014 - Credit Rating Agencies Disclosure Requirements Dodd-Frank Internal Controls NRSRO Publicly-Traded Companies Reporting Requirements SEC

FASB Defines Management’s Going Concern Assessment and Disclosure Responsibilities

A new FASB standard should diminish the current diversity in disclosures regarding substantial doubt about an entity’s ability to continue as a going concern, which has been caused, in part, by the absence of any GAAP in this...more

9/4/2014 - Audits Disclosure Requirements FASB GAAP PCAOB

District Court Confirms Caremark Applies to Audit Committee Oversight of Internal Controls

The U.S. District Court for the Northern District of California recently granted a motion to dismiss a derivative action in which the plaintiff alleged that the directors of VeriFone Systems, Inc. breached fiduciary duties...more

8/19/2014 - Audits Breach of Duty Caremark claim Derivative Suit Fiduciary Duty Internal Controls

10th Circuit Relies On Earnings Release and Compliance with Regulation S-K to Reject Claim of Material Omissions in Public...

In United Food and Commercial Workers Union Local 880 Pension Fund v. Chesapeake Energy Corporation, the U.S. Court of Appeals for the Tenth Circuit affirmed a lower court’s dismissal of the complaint on a motion for summary...more

8/14/2014 - Compliance Margin Calls Pensions Public Offerings Regulation S-K SEC Securities Act of 1933

Recent SEC Enforcement Action on Internal Control Despite No Other Alleged Violations

A recent SEC-settled administrative action is another reminder of the SEC’s focus on internal control over financial reporting (ICFR). Although prior SEC ICFR charges have been accompanied with allegations of false financial...more

8/6/2014 - COSO Enforcement Actions FCPA Form 10-K ICFR Internal Controls SEC Securities Exchange Act

Studies Provide Useful Data About Restatements Since 2003

Recent restatement studies released by the Center for Audit Quality (CAQ) and Audit Analytics show that an increasing percentage of restatements are filed by companies that do not disclose that prior financial statements are...more

7/31/2014 - Audits FASB Financial Restatements

PCAOB Focuses on Cybersecurity at Standing Advisory Group Meeting

Panelists at the PCAOB’s June 25 Standing Advisory Group Meeting discussed cybersecurity and the potential implications for financial reporting and auditing. Some of the highlights from the panel include the following...more

7/23/2014 - Audits Best Management Practices Cyber Attacks Cybersecurity Financial Reporting FINRA PCAOB

FASB Works on Projects to Help Investors and Preparers

The FASB has a number of projects on its agenda that are intended to enhance the usefulness of financial statements for investors and to simplify the statements’ preparation. Among the projects are the following...more

7/15/2014 - FASB Investors Reporting Requirements

PCAOB Standard-Setting Agenda Offers Insight into Rulemaking Activities

The Office of the Chief Auditor of the PCAOB issued an updated standard-setting agenda, providing the expected timing and key milestones for various PCAOB rulemaking projects. Some of the highlights from the agenda, which was...more

7/9/2014 - Auditors Audits PCAOB Rulemaking Process

SEC Chair White Discusses Directors’ Responsibilities

In a recent speech at the Stanford Directors’ College, SEC Chair Mary Jo White discussed several “things that directors should know about the SEC.” Her speech focused on directors as gatekeepers, self-reporting of wrongdoing,...more

6/30/2014 - Audits Best Management Practices Board of Directors Corporate Culture Corporate Governance Directors Mary Jo White SEC Shareholders Whistleblowers

Pre-Filing Consultation of SEC Staff Regarding Venezuela Operations May Be Appropriate in Certain Circumstances

In a recent meeting, a representative of the SEC accounting staff noted that the SEC staff is focusing on how companies with operations in Venezuela are affected by the various foreign currency exchange mechanisms in...more

6/24/2014 - Currency Exchange Foreign Currency GAAP SEC

Public Company Boards and Management will be Affected by PCAOB’s New and Amended Auditing Standards Regarding Related Party...

The PCAOB’s new and amended auditing standards, adopted on June 10 and subject to SEC approval, require that auditors, among other things, discuss related party transactions and executive officers’ financial arrangements with...more

6/17/2014 - Audits Compliance Enforcement Officers PCAOB SEC

New Revenue Recognition Standard Will Likely Affect Most Companies and Require Pre-Adoption Planning

U.S. companies will need to comply with a new converged revenue recognition standard that the FASB and the International Accounting Standards Board (IASB) issued on May 28. The converged standard—which applies to fiscal years...more

6/6/2014 - Compliance FASB IASB Reporting Requirements Revenue SEC

Enforcement Case Shows SEC’s Increased Focus on Internal Controls

The SEC recently announced the settlement of charges against DGSE Companies Inc. and its former CFO for accounting fraud resulting primarily from his manipulation of the company’s accounting for inventory. DGSE disclosed in...more

6/4/2014 - Accounting Fraud Enforcement Actions Internal Controls Internal Investigations Non-Judicial Settlement Agreements SEC

SEC Chair Highlights Commission’s Accounting Priorities

In a recent speech, SEC Chair Mary Jo White highlighted the Commission’s accounting priorities, indicating, among other things, that the Commission plans to issue a statement regarding International Financial Reporting...more

5/27/2014 - Compliance Crowdfunding Financial Regulatory Reform IFRS Mary Jo White PCAOB Regulation A Reporting Requirements SEC

Separate Financial Statements and the SEC’s Disclosure Effectiveness Project

SEC Division of Corporation Finance Director Keith Higgins recently suggested that the SEC will review the rules requiring separate financial statements or separate financial information under certain circumstances for...more

5/19/2014 - Disclosure Requirements Financial Statements SEC

Updated: No Stay of SEC’s Conflict Minerals Rules

Court denies emergency motion for a stay. By order issued on May 14, 2014, the U.S. Court of Appeals for the District of Columbia denied the appellants’ emergency motion for a stay of the Securities and Exchange...more

5/16/2014 - Conflict Mineral Rules First Amendment Form SD Manufacturers NAM SEC

Possible Future Stay of SEC’s Conflict Minerals Rules

Stay of conflict minerals disclosure may be decided by May 26, 2014. On May 7, the U.S. Court of Appeals for the District of Columbia Circuit ordered the briefing schedule that was requested by the National Association...more

5/13/2014 - Appeals Conflict Mineral Rules Disclosure Requirements Form SD Motion To Stay NAM SEC

New Changes to Engagement Letters Preclude Company Intervention in Portions of Audits Performed by Company Personnel

A recent auditing standard issued by the AICPA’s Auditing Standards Board may result in the inclusion of a new provision in auditors’ engagement letters related to external auditors’ use of the work of internal auditors and...more

5/9/2014 - AICPA Audits Contracts Clause Engagement Letters PCAOB Service Contracts

Increasing Focus on Expansion of Audit Committee’s Report

Recommendations that audit committees provide more robust discussions in their reports that are included by public companies in their proxy statements are getting more attention. The Audit Committee Collaboration’s report,...more

5/5/2014 - Audits Corporate Counsel Corporate Governance Joint Audit Committee Public Disclosure Public Entities

FASB to Eliminate Special Accounting Rules for Development Stage Entities

The FASB decided in February to direct the FASB staff to draft a final Accounting Standards Update that will eliminate the special accounting treatment for development stage entities. The final update is scheduled to be...more

4/24/2014 - FASB GAAP

FASB Revised Guidance Will Decrease Discontinued Operations Treatment

The FASB recently issued an Accounting Standards Update that should reduce reporting of discontinued operations (disc ops) in some circumstances. The revised standard provides that only the disposal of a part of an entity...more

4/22/2014 - Disclosure Requirements FASB GAAP IFRS Public Entities Reporting Requirements SEC

Public Meeting Does Not Clarify Direction of PCAOB’s Proposal to Expand the Auditor’s Report

While most commenters at the PCAOB’s April 2–3 public meeting on the Auditor’s Reporting Model proposal expressed support for additional reporting by auditors, the views as to the nature of such reporting were disparate and...more

4/21/2014 - Accounting Auditors Disclosure EU Global Accounting Standards IAASB PCAOB UK

SEC Hosts Roundtable on Cybersecurity Issues and Challenges

Participants recognize the importance of board oversight and risk disclosures. On March 26, the U.S. Securities and Exchange Commission (SEC) hosted a roundtable to discuss cybersecurity and the issues and challenges...more

4/1/2014 - Board of Directors Cybersecurity Data Protection Disclosure Oversight Committee Roundtable SEC

SEC Proposes Rule on Required CEO Pay Ratio Disclosure

Organizations affected by the proposed rule, which may take effect for the 2016 proxy season, should consider submitting comments to the SEC. On September 18, in order to implement the mandated disclosures under...more

9/24/2013 - CEOs Disclosure Requirements Executive Compensation Pay Ratio Proposed Regulation SEC Transparency

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