Generally Accepted Accounting Procedures

Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles... more +
Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles are intended to create consistency in documentation across companies and industries. Consistent documentation assists investors to better analyze potential investments and assists regulators to detect potential fraud and/or wrongdoing. less -
News & Analysis as of

SEC Files Settled Financial Fraud Actions

The SEC filed financial fraud actions against drug store giant CVS Caremark Corporation and its Retail Controller, Laird Daniels, CPA. CVS was charged with “intentional misconduct” based on alleged violations of Exchange Act...more

Top Disclosure and Governance Tips for 2014

The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more

Private Company GAAP Arrives

Two GAAP alternatives for private companies have been released by FASB. The alternatives were created by the Private Company Council, or PCC. ...more

SEC Task Force Scrutinizing Non-GAAP Measurements

A new Financial Reporting and Audit Task Force formed by the Securities and Exchange Commission is scrutinizing companies’ use of measurements that do not comply with generally accepted accounting practices (GAAP), according...more

SEC CustodyFest Vol. 3: Jason Returns

In this last chapter of SEC CustodyFest, we visit Knelman Asset Management Group. For this case, I’m mostly interested in discussing a change to the SEC’s custody rule, Rule 206(4)-2, from 2010....more

TSX Staff Notice Guidance Impacts IPO Plans

On November 7, 2013, the Toronto Stock Exchange (“TSX”) issued a Staff Notice to Applicants, Listed Issuers, Securities Lawyers and Participating Organizations (“Staff Notice”) that provides guidance for companies considering...more

FRB, FDIC, OCC AND NCUA Issue Joint Supervisory Guidance Concerning Troubled Debt Restructurings

The FRB, FDIC, OCC and NCUA (collectively, the “Agencies”) jointly issued guidance to financial institutions entitled InterAgency Supervisory Guidance Addressing Certain Issues Related to Troubled Debt Restructurings (the...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know 2013 Edition

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

The Auditor’s Report: Is “Pass/Fail’” Enough?

In August, the Public Company Accounting Oversight Board (“PCAOB”) issued a proposal that calls for enhanced communication from Auditors—in addition to the traditional Pass/Fail opinion—in Audit Reports (PCAOB Release No....more

FASB Proposes Disclosure of Going Concern Uncertainties

The Financial Accounting Standards Board (FASB) issued proposed amendments on June 26, 2013, to provide guidance about management's responsibilities in evaluating a company's going concern uncertainties in addition to the...more

The Guide to Social Media and the Securities Laws

REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more

SEC Division of Investment Management Provides Guidance Regarding the Custody Rule and Privately Offered Securities

The Division of Investment Management (Division) of the U.S. Securities and Exchange Commission (SEC) recently posted an IM Guidance Update that expands the applicability of an exception from the Custody Rule (as defined...more

PCAOB’s Report on Broker-Dealer Audit Deficiencies Points the Way for BDs to Improve Their Financial Reporting and Compliance

PCAOB’S MISSION - For two years, the Public Company Accounting Oversight Board (PCAOB) has been reviewing the work of auditors of broker-dealers, with a view to assessing their work and enabling the PCAOB to develop a...more

"SEC Provides Custody Rule Relief for Privately Offered Securities"

On August 1, 2013, the Division of Investment Management of the Securities and Exchange Commission published an IM Guidance Update (the “Update”) regarding Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act...more

SEC Adopts Changes to Broker-Dealer Net Capital and Financial Responsibility Rules

The US Securities and Exchange Commission recently adopted important changes to the financial responsibility rules for securities broker-dealers, including changes to the regulatory capital and regulatory reporting rules. The...more

In Case You Missed It - Interesting Items for Corporate Counsel (Cumulative)

As forecast, there is no shortage of law firm memos describing Regulation D changes, including the final rules eliminating the general solicitation ban (here) and prohibiting "bad actor" participation (here) and the proposed...more

'Reps' and Warranties: One Could Cost More Than the Other Under English Contract Law

Contractual representations and warranties are often grouped together, referred to in shorthand as “reps and warranties.” The differences between the two concepts are often forgotten, but the distinction is important: a...more

Federal Banking Agencies Encourage Student Loan Forbearance

Federal bank regulators are recognizing the plight of student loan borrowers who are unemployed or underemployed and may not be able to begin repaying their private student loan debt shortly after leaving school....more

Will Independent Directors Be on the Hook for Failure of Internal Controls in FCPA Cases?

The Foreign Corrupt Practices Act ("FCPA" or "the Act") prohibits bribery of foreign public officials in order to obtain or retain business. In addition to its anti-bribery provisions, the FCPA contains accounting provisions...more

Top 10 Issues To Consider When You Are Sued: Issue #8: Disclosing Litigation And Reserving For Litigation Losses

(updated from April 11, 2007) - Determining when and how to account for loss contingencies is an important decision for companies that have been sued. ...more

Financial Fraud Specialists at the SEC

We live in a world where people do not always do what I wish they would do. I imagine you’re probably okay with that; I’m coming to terms with it. But here is an example of something I think should happen that probably won’t:...more

SEC Proposes Major Revisions to Money Market Fund Rules

On June 5, 2013, the Securities and Exchange Commission (“SEC”) voted to release its long-awaited proposals to make significant revisions to the rules governing money market mutual funds (“money funds”), as well as to adopt...more

SEC Considers Returning to Its Roots

The SEC has recently taken a well-deserved beating for its lack of attention to financial fraud at publicly traded companies. The numbers speak for themselves. In 2012, the SEC brought 79 financial fraud cases, when in years...more

CFTC Approves Final Regulations Governing Clearing Exemption for Swaps Between Certain Affiliated Entities and Provides No-Action...

On April 1, 2013, the Commodity Futures Trading Commission (“CFTC”) approved a final rule (Regulation 50.52) exempting swaps between certain affiliated entities from the clearing requirements of the Commodity Exchange Act...more

Developments in Multistate Taxation

Alabama - The Alabama Department of Revenue, Administrative Law Division, found that a company’s beer distribution rights did not qualify as goodwill under generally accepted accounting principles and, therefore, did...more

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