Financial Statements

News & Analysis as of

Financial Statement Requirements in US Securities Offerings: What You Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Auditor Liability: The Case against PwC

At least as far back as the Enron scandal and subsequent enactment of Sarbanes-Oxley, accountants and auditors have been viewed as uniquely positioned to serve a crucial watchdog role. Among their many functions, they...more

Under Construction - December 2016

Welcome to the winter 2016 edition of our Under Construction newsletter. We hope your year has been good to your family, your company and you as we wrap up these remaining few weeks of 2016. A recent hot topic with...more

Reminder: New Alberta Securities Commission Fees Rule Comes Into Effect on December 1

On May 30, 2016, the Alberta Securities Commission (ASC) announced important changes to ASC Rule 13-501 Fees (Fee Rule) that will come into force on December 1, 2016. The Fee Rule is a significant modernization of the...more

SEC Publishes for Comment FINRA Proposal to Combat Financial Exploitation of Seniors and Other Specified Adults

A proposed amendment to the Financial Industry Regulatory Authority, Inc. (FINRA) Customer Account Statement Rule (Rule 4512) and a proposed new Rule 2165 regarding Financial Exploitation of Specified Adults would: require...more

SEC Charges Executive With Fraud in HP Acquisition

The SEC filed an action against the CEO of a U.S. subsidiary of a U.K firm who implemented a financial fraud at the behest of his superiors. The firm was eventually sold to a U.S. public company at an inflated price based on...more

SEC Brings Two Proceedings Naming Auditors

The Commission initiated two proceedings involving auditors who improperly and repeatedly signed off on unqualified audit opinions. One action involved audits for a municipality and settled. In the Matter of Domenick F....more

False Financial Statements Not Always Actionable

A Houston federal court recently held that neither an oil and gas company nor two of its directors were liable for federal securities fraud—and were not liable to shareholders—even though the company issued annual financial...more

Selling Your Business: Why Accurate Financials are Important

This is the fourth installment of a series discussing potential pitfalls that JR and Sue Ellen Pawlenty, who own Pawlenty Energy, should be wary of when they are trying to sell their business. Recently, Tilting the Scales...more

Bill C-25 Looks to Include Majority Voting, Diversity Disclosure Requirements in Canada Business Corporations Act

The Government of Canada recently introduced Bill C-25 (Bill), titled “An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act”....more

"Corporate Finance Alert: 2017 SEC Filing Deadlines for Companies With December 31, 2016 Fiscal Year-End"

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more

Receivables Based Lenders Beware

Lenders frequently enter into loans secured by accounts receivables and/or chattel paper. A security agreement is signed, and the lender files a UCC financing statement, “putting the world on notice” of its security interest...more

Oklahoma Insurance Commissioner Orders Electronic Filing Of Forms And Associated Payments By Accredited Reinsurers

On August 24, 2016, the Oklahoma Insurance Commissioner issued an order requiring all accredited reinsurers in the state to file all annual statements, audited financial statements, forms, documents and accompanying fees,...more

Successfully Selling Your Business: 4 Tips – No Matter the Buyer

Among the growing number of business owners looking to sell their business, JR and Sue Ellen Pawlenty are in the market to sell their company Pawlenty Energy. Recently Tilting the Scales highlighted Successfully Selling Your...more

Recurring Issues in Accounting for Litigation Contingencies

Certain questions seem to recur when it comes to outside counsel’s communications with a company’s auditors about potential exposures as a result of litigation or regulatory/enforcement matters and the underlying accounting...more

Three Restatements Conclude with SEC Enforcement Action

Following a restatement of its financial statements, many firms are investigated by the SEC and later named in an enforcement action. For Weatherford International PLC, three was the charm – following its third restatement in...more

More obligations for companies - don't miss out

Starting October 1, 2016, new data should be entered in the Unified Federal Register of Information about Facts of Activities of Legal Entities - We remind you that Article 7.1 of Federal Law No. 129-FZ On State...more

Ninth Circuit Holds SOX Gives SEC Power to Cause Executives to Disgorge Incentive Compensation Based on Others' Misconduct

Rule 13a-14 issued under the Sarbanes-Oxley Act (SOX) requires that Chief Executive Officers and Chief Financial Officers certify the accuracy of the public company’s financial statements. Section 304 of SOX states that CEOs...more

Fall into the GAAP: New Not-for-Profit Financial Reporting Standards Issued

As we previously reported, in April 2015 the Financial Accounting Standards Board (“FASB”) circulated a series of proposed changes to generally accepted accounting principles applicable to certain not-for-profit entities in...more

Blog: First SEC Enforcement Actions For Violations Of Auditor Independence Rules Resulting From Personal Relationships

In two orders made public today, the SEC announced settled charges against EY and individual EY auditors with regard to alleged violations of the auditor independence rules as a result of “close personal relationships” with...more

Could the NLRB Make it Easier for Unions to Access Employers’ Financial Records?

Many practitioners at one time or another have been frustrated by the lack of clear and consistent guidance from the National Labor Relations Board (“NLRB” or the “Board”) regarding union requests for employer financial...more

Ninth Circuit Permits SEC to Assert Standalone Claim for False Sarbanes-Oxley Certification and Confirms Disgorgement Remedy...

In Securities & Exchange Commission v. Jensen, No. 14-55221, 2016 WL 4537377 (9th Cir. Aug. 31, 2016), the United States Court of Appeals for the Ninth Circuit broke new ground by providing the Securities & Exchange...more

Ninth Circuit Clarifies Whose “Misconduct” Triggers SOX 304 Disgorgement But Not What Constitutes “Misconduct”

Section 304 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7243) requires CEOs and CFOs to repay bonuses, incentive- and equity-based compensation, and profits realized on the sale of securities received in the 12 months...more

When Do 2016 Financial Statements Go Stale for 2017 Offerings?

FreshBread, Corp. is a newly public company that will need to file periodic reports beginning in 2017. FreshBread is also planning to do a registered offering in 2017 and is confused as to when its 2016 financial statements...more

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