Sean Donahue

Sean Donahue

Morgan Lewis

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New SEC Guidance on Non-GAAP Financial Measures Will Require Changes to Many Non-GAAP Presentations

On May 17, the SEC’s Division of Corporation Finance issued new and revised Compliance & Disclosure Interpretations (CDIs) on the use of non-GAAP financial measures. These CDIs will likely affect many non-GAAP financial...more

5/18/2016 - CD&I EBITDA Non-GAAP Financial Measures SEC

PCAOB Reproposes Revisions to Auditor’s Report to Require Disclosure about Critical Audit Matters and Auditor Tenure

On May 11, 2016, the Public Company Accounting Oversight Board (PCAOB) issued a reproposal of its auditor reporting standard. This action follows more than five years of active PCAOB consideration of whether the auditor’s...more

5/12/2016 - Audits Comment Period Financial Statements PCAOB Sarbanes-Oxley

SEC Emphasizes Need for Documentation of Why Significant Deficiency is not a Material Weakness

The SEC recently announced settled administrative proceedings against Magnum Hunter Resources Corporation (MHR), the former chief financial officer and chief accounting officer of MHR, the engagement partner on MHR’s external...more

4/8/2016 - Audits ICFR Internal Controls SEC

Auditing Standard 18 Ramifications for Management’s Related Party Representations

Companies’ management should consider whether to add a materiality carve-out to the related party representations now being included in management representation letters as a result of the PCAOB’s Auditing Standard No. 18 (AS...more

2/25/2016 - Auditors Audits Carve Out Provisions Financial Reporting Management Proposals PCAOB Registered Representatives

New SEC And PCAOB Proposals Related To Audit Committee Disclosure And Audit Quality

OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more

8/4/2015 - Audit Committee Audit Policies Auditors Board of Directors Comment Period Disclosure Requirements Emerging Growth Companies Financial Statements Form 10-K Investors PCAOB Prospectus Proxy Statements Reporting Requirements SEC Shareholders

FASB Defers the Revenue Recognition Standard’s Effective Date

On April 1, the FASB decided to defer the effective date of the new revenue recognition standard to interim periods of public entities within their annual reporting periods that begin after December 15, 2017. Early adoption...more

4/2/2015

FASB’s Amended Consolidation Standard Requires Reassessment of Certain Consolidation Decisions

The FASB’s Accounting Standards Update No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, issued in February, - reduces the number of applicable consolidation models from four to two: the...more

4/2/2015

FASB Eliminates Extraordinary Items Reporting

In January, the FASB adopted a final Accounting Standards Update that eliminates the requirement that preparers report events that meet the criteria for extraordinary classification separately in an income statement, net of...more

2/20/2015 - Accountants Accounting Accounting Standards FASB Financial Accounting Standards Board

SEC Accounting Staff Speeches at Annual AICPA Conference

On December 8 and 9, staff members of the SEC’s Office of the Chief Accountant, including the SEC chief accountant in his first published speech since he arrived at the SEC, discussed various accounting and financial...more

12/12/2014 - Accountants Accounting Audits CPAs FASB Financial Reporting GAAP IFRS Non-GAAP Financial Measures SEC

SEC Will No Longer Require an Acquired Entity to Use “Pushdown” Accounting upon a Change in Control

On November 18, the SEC’s Division of Corporation Finance and the Office of the Chief Accountant (the Staff) rescinded Topic 5.J. of the Staff Accounting Bulletin Series. Topic 5.J. required an SEC registrant that became...more

12/1/2014 - Financial Accounting Financial Statements SEC Subsidiaries

Disclosure Effectiveness: ABA Business Law Section Committees Suggest Financial Reporting Revisions

In response to the SEC’s request for input on how to improve the effectiveness of public company disclosure, the American Bar Association’s (ABA’s) Business Law Section’s Federal Regulation of Securities and Law and...more

11/20/2014 - American Bar Association (ABA) Disclosure Requirements Financial Reporting Publicly-Traded Companies Regulation S-X SEC

PCAOB’s Standard-Setting Agenda: No New Adoptions of Substantive Audit Standards

The PCAOB’s Chief Auditor issued a new standard-setting agenda on September 30 (the Updated Agenda), which notes the following future requests for comments, but no substantive adoptions, between October 2014 and March 2015....more

10/3/2014 - Audits Financial Regulatory Reform PCAOB Reporting Requirements

PCAOB Urges Audit Committee Scrutiny of Revenue Recognition

The PCAOB recently issued Staff Audit Practice Alert No. 12, which outlines significant audit deficiencies relating to revenue that PCAOB inspections have identified. ...more

9/18/2014 - Accounting Audits FASB Financial Regulatory Reform PCAOB Revenue SEC

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 Corporate Officers Enforcement PCAOB SEC

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