News & Analysis as of

Financial Statements

What is the Financial Health of Your Third Parties?

by Thomas Fox on

What are some of the ways to consider third party risk, management of that risk and strategic risk in a compliance program? Typically, a Chief Compliance Officer (CCO) or compliance professional will consider the ownership...more

Delaware Code Amendments Increase Franchise Taxes for Corporations

Delaware Gov. John Carney recently signed into law amendments to the Delaware Code altering certain fees and franchise taxes charged by the Delaware secretary of state. The most significant of these amendments raises the...more

The SEC (Sort of) Extends EGC Benefits to All Issuers

by White & Case LLP on

On June 29, 2017, the Securities and Exchange Commission ("SEC") extended to all issuers some of the benefits that Congress granted to emerging growth companies ("EGCs") in 2012 under the Jumpstart Our Business Startups Act...more

Mid-Year IPO Trends - July 2017

Practical Law Company recently reviewed trends in the U.S. IPO market for the first half of 2017. In the first five months of 2017, 46 IPO issuers identified themselves as emerging growth companies (EGCs). Under the JOBS...more

PCAOB Adopts New Auditor Reporting Standard

by Ropes & Gray LLP on

After more than six years of outreach and public comment, on June 1, 2017, the Public Company Accounting Oversight Board (“PCAOB”) adopted a new auditor reporting standard1 that, if approved by the SEC, would significantly...more

The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned

by Allen Matkins on

When someone says that a subsidiary is “wholly owned”, I believe that the common understanding is that the parent company owns all of the issued and outstanding equity of the subsidiary. What if the statement is that the...more

United States To Sign Covered Agreement With European Union

by Carlton Fields on

The U.S. Department of the Treasury and the U.S. Trade Representative have ended the speculation about the fate of the Covered Agreement negotiated by the Obama Administration with the European Union by announcing their...more

New Revenue Recognition Standard – Part V: Allocation and Revenue Recognition

by Thomas Fox on

I continue to explore the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), for public business entities, certain not-for-profit...more

New Revenue Recognition Standard – Part IV: Determining the Transaction Price

by Thomas Fox on

This week I am exploring the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), for public business entities, certain not-for-profit...more

Stricter Sanctions For Companies Who Fail To File Their Financial Statements

by McGuireWoods LLP on

Since 12 June 2017, the commercial investigation chamber (chamber d'enquête commerciale / kamer voor handelsonderzoek) of a Belgian tribunal of commerce is entitled to refer a case to the tribunal in order to rule on the...more

Marijuana Accounting and Legal Compliance

by Moskowitz LLP on

Since marijuana is still illegal at the federal level and subject to continually evolving regulations at the state level, cannabis producers, distributors, and retailers need to develop compliance programs and procedures as...more

Follow the Money: FDA Issues New Procedures for Evaluating Financial Ties Between Application Sponsors and Clinical Investigators

by Hogan Lovells on

In a potential sign of renewed interest in financial ties between industry and clinical investigators, the Food and Drug Administration’s (FDA) Office of New Drugs (OND) recently issued a new Manual of Policies and Procedures...more

Confidential IPO Filing System to be Expanded

by Sullivan & Worcester on

As of July 10th, the SEC’s Division of Corporation Finance will permit all companies to submit draft registration statements relating to initial public offerings for review on a non-public basis...more

CAQ Provides Guidance for Audit Committees About Audit Participant Reporting

by WilmerHale on

In December 2015, the Public Company Accounting Oversight Board (PCAOB) adopted a rule requiring audit firms to file information on Form AP for each public company audit report. The disclosures include the name of the...more

A Working Capital True Up is not an End Run on a Liability Bar

In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Supreme Court examined the interaction between a working capital true up and alleged breaches of financial statement representations and...more

SEC Chief Accountant Gives Speech on Credible Financial Reporting in the Capital Markets

On June 8, 2017, SEC Chief Accountant Wesley Bricker gave a speech titled “Advancing the Role of Credible Financial Reporting in the Capital Markets” at the 36th Annual SEC and Financial Reporting Institute Conference. Mr....more

Second Circuit Sets Standard for Disclosure of Interim Financial Results in Offering Documents

On June 21, 2017, the U.S. Court of Appeals for the Second Circuit issued a decision of first impression that sets the standard for determining whether to disclose interim financial documents in a prospectus. In addition, the...more

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

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