Financial Statements Securities & Exchange Commission

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CFTC Permits Unaudited Financial Statements Upon Liquidation of a Series of a Pool That is Also a Registered Investment Company

The Commodity Futures Trading Commission (“CFTC” or “Commission”) has provided general exemptive relief to persons registered as commodity pool operators (“CPO”) under the Commodity Exchange Act that operate commodity pools...more

Important Dates and Reminders for Investment Advisers, Exempt Reporting Advisers, Commodity Trading Advisors and Commodity Pool...

Investment Advisers - Annual Compliance Reviews - All investment advisers registered with the Securities and Exchange Commission (“SEC”) or The Commonwealth of Massachusetts are required to review their compliance...more

Not Correctly Reporting Losses: An Internal Controls Failure

A recent Securities and Exchange Commission (SEC) internal controls enforcement action drew my attention. It was not a Foreign Corrupt Practices Act (FCPA) enforcement action but it certainly does have implications for a...more

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

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

"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

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

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

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

Ninth Circuit Holds That SOX Disgorgement of Incentive Compensation Does Not Depend on Executives’ Own Misconduct

The U.S. Court of Appeals for the Ninth Circuit held today that the Sarbanes-Oxley Act’s disgorgement provision – which requires disgorgement of certain CEO and CFO compensation when an issuer restates its financial...more

US IPO Guide 2016 Edition

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

"How Companies Should Respond to New Non-GAAP Financial Disclosure Guidance"

On May 17, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) released new and revised Compliance and Disclosure Interpretations (CDIs) regarding the use of...more

SEC Staff Throws Funds a Lifeline on Auditor Independence (For Now)

The SEC’s Division of Investment Management provided temporary relief from the headache created for funds when the failure to meet the provisions of the so-called “loan rule” may disqualify fund auditors from being...more

Blog: SEC Permits Use Of Inline XBRL — Will It Be Enough To Make XBRL Great?

Until now, companies have been required to provide the financial statements accompanying their periodic and current reports in “structured,” i.e., machine-readable, format using XBRL and to provide this XBRL data as an...more

PCAOB Reproposes Enhanced Auditor Reporting Standard

On May 11, the Public Company Accounting Oversight Board unanimously agreed to repropose a revised auditing standard governing the contents and form of the audit report delivered by registered public accounting firms in their...more

SEC Issues New C&DIs on the Use of Non-GAAP Financial Measures

On May 17, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued 12 new Compliance & Disclosure Interpretations (C&DIs) regarding the use of non-GAAP financial...more

SEC's Division of Corporation Finance Releases New Guidance Related to Non-GAAP Financial Measures

On May 17, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued 12 new or revised Compliance and Disclosure Interpretations (C&DIs) to its existing body of interpretations relating...more

Joe Howell on the PCAOB, Audits and Compliance – Part IV

This week I have been exploring the Public Accounting Oversight Board (PCAOB) with Joe Howell, an Executive Vice President (EVP) with Workiva Inc. We have considered how some of the issues addressed by the PCAOB directly...more

SEC Approves PCAOB’s Proposed Rules on Audit Engagement Partners; PCAOB Re-Proposes Auditing Standard to Increase Transparency in...

On May 9, 2016, the Securities and Exchange Commission (the “SEC”) issued an order approving the proposal of the Public Company Accounting Oversight Board (the “PCAOB”) to adopt new rules (Rules 3210 and 3211), a new form,...more

"SEC Issues Concept Release Seeking Feedback on Business and Financial Disclosure Requirements"

On April 13, 2016, the U.S. Securities and Exchange Commission (SEC) issued a concept release seeking feedback on ways to modernize the business and financial disclosure requirements of Regulation S-K. The 341-page release...more

Recent SEC Enforcement Actions and Public Commentary Demonstrate the Commission’s Continued Focus on Internal Control Failures

We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal...more

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