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Financial Statements

Revenue Recognition Representations for M&A and Underwriting Agreements

Some have suggested that the FASB’s new revenue recognition standard will result in particularized representations in M&A, underwriting and loan documents. It’s easy to argue it’s not necessary and is covered by the standard...more

PCAOB Adoption of Enhanced Auditor’s Reporting Model

by Morrison & Foerster LLP on

On June 1, 2017, the Public Accounting Oversight Board (PCAOB) adopted Auditing Standard No. 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion, which the PCAOB...more

Spinning Debt Into Profits Yields SEC Fraud Charges

by Dorsey & Whitney LLP on

A miller claimed his daughter could spin straw into gold, according to the fable by the Brothers Grimm. And so she did – with a little help from a secret deal with Rumpelstiltskin. ...more

PCAOB's New Auditor Report Standard for US Public Companies: Increasing Transparency or Chilling Productive Discussion?

by Dechert LLP on

The Public Company Accounting Oversight Board (PCAOB) adopted a new auditor reporting standard on June 1, 2017. If approved by the U.S. Securities and Exchange Commission (SEC), the new standard would impose additional...more

Accounting Oversight Board Adopts New Model for Auditor Reports

On June 1, 2017, the Public Company Accounting Oversight Board (PCAOB) adopted changes to its rules governing the content and organization of auditor reports required to accompany audited financial statements in filings made...more

PCAOB Adopts Enhanced Auditor Reporting Standard

by WilmerHale on

On June 1, the Public Company Accounting Oversight Board unanimously adopted a revised auditing standard governing the contents and form of the audit report delivered by registered public accounting firms as part of their...more

Blog: The Cams Are Coming: PCAOB Adopts New Standard To Enhance Audit Reports

by Cooley LLP on

On June 1, 2017, as anticipated, the PCAOB adopted, subject to SEC approval, a new auditing standard for the auditor’s report that, while retaining the usual pass/fail opinion, will require auditors to include a discussion of...more

Early Revenue Recognition Adopters Provide Some Guidance on MD&A Disclosures

I recently wrote a blog on considerations for MD&A disclosures on adoption of the new revenue recognition standard. After learning a few Form 10-Qs had been filed by early adopters, I took a look to see if they lined up with...more

The First MD&A Following Adoption of the New Revenue Recognition Standard

The SEC has made clear its expectations regarding MD&A disclosure for periods prior to the adoption of the new revenue recognition standard. What has received less attention is the content of MD&A after the new revenue...more

When are Parent Company Financial Disclosures Required?

by LeClairRyan on

A franchisor selling franchises in the U.S. must disclose its audited financial statements in Item 21 of the franchise disclosure document (FDD). Sometimes, parent company financials are used instead of the franchisor’s...more

Blog: New Revenue Recognition Standard—Are Companies Overlooking The Disclosures?

by Cooley LLP on

The warnings are everywhere—it’s time to get serious about revenue recognition. The new standard is expected to result in significant changes to measuring, recognizing and reporting of revenue—regarded as the key line item in...more

SEC Accountant Speaks to Revenue Recognition

Sylvia E. Alicea, Professional Accounting Fellow, Office of the Chief Accountant, gave her views on implementation of the new revenue recognition standard at a conference dedicated to the topic....more

Court Finds Fraud Carve Out Ambiguous in Stock Purchase Agreement

In EMSI Acquisition, Inc., v. Contrarian Funds, LLC et al, the Delaware Court of Chancery examined a fraud carve out from an indemnification cap and an action for confirmation of an auditors award on a purchase price...more

2017 M&A Report

by WilmerHale on

In 2016, the number of reported M&A transactions worldwide dipped by 2%, from a record 34,838 deals in 2015 to 34,191, but still represented the second highest annual tally since 2000. Worldwide M&A deal value decreased 16%,...more

Russian Legislation Update: February - April 2017

by White & Case LLP on

Welcome to the most recent issue of our Russian Legislation Update, covering the period of February - April 2017. In this issue: - Banking - National Payment System - Banking - Banks' charters...more

Investing in China Key Challenges and Mitigation Strategy

In early 2005, a subsidiary of listed Hong Kong and China Gas Company Limited (0003.HK) bought a controlling stake in a Chinese joint venture company. Initial payments were made, but then the audited financial statements...more

Proskauer’s 2017 IPO Study

by Proskauer Rose LLP on

Proskauer’s Global Capital Markets Group has released its fourth annual IPO Study, a comprehensive analysis of U.S.-listed initial public offerings that priced in 2016, including an identification of IPO trends over a...more

Kansas Strengthens Third Party Administrator Laws

by Polsinelli on

Kansas Senate Bill No. 22, which became effective on March 9, 2017, amends the Kansas Third Party Administrator laws and appears designed to make them more robust by incorporating much of the language from the new National...more

SEC Staff Guidance on Regulation A Offerings

On March 31, 2017, the SEC Staff published five Compliance and Disclosure Interpretations (C&DIs) relating to Regulation A. ...more

Southern District Of New York Dismisses Securities Fraud Claims For Lack Of Scienter Where Manufacturing Facility Restated Net...

by Shearman & Sterling LLP on

On March 23, 2017, Judge Kimba Wood of the United States District Court for the Southern District of New York dismissed a putative securities fraud class action against Shiloh Industries, Inc. (“Shiloh” or the “Company”), and...more

Stockholder Vote Fails Corwin Test

In Re Saba Software, Inc. Stockholder Litigation considered whether the stockholder vote satisfied the Corwin test for a full informed, uncoerced vote to determine if the shift to the business judgement rule was warranted. ...more

Global IPO Guide - 2017 Edition

by Latham & Watkins LLP on

WorldWide Widgets, a non-US e-commerce company, is considering going public. In addition to offering its locally listed stock to investors outside the United States, WWW would like to sell to investors inside the United...more

Singapore Exchange Amends Listing Rules Following Changes to the Companies Act

by Morgan Lewis on

The Singapore Exchange has introduced amendments to the Mainboard and Catalist listing rules—including in relation to the electronic transmission of documents to shareholders, exemptions for insurance coverage and indemnities...more

SEC Proposes Inline XBRL Filing of Tagged Data

On March 1, 2017, the Securities and Exchange Commission (SEC) published for comment a proposed rule requiring the use of the Inline eXtensible Business Reporting Language (XBRL) format for the submission of operating company...more

Sears and the Going Concern Footnote

Traditionally, there has been no guidance in US GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote...more

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