News & Analysis as of

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 -

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Blog: SEC Chief Accountant Addresses Audit Committee Effectiveness

by Cooley LLP on

In a recent speech at the University of Tennessee, “Advancing the Role and Effectiveness of Audit Committees,” SEC Chief Accountant Wes Bricker discusses his recommendations for — wait for it — improving the effectiveness of...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

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

The SEC Issues a Request for Comment on Possible Changes to Industry Guide 3

by Morrison & Foerster LLP on

On March 1st, 2017, the Securities and Exchange Commission (“Commission”) issued a request for comment (“RFC”) seeking comment on Industry Guide 3, “Statistical Disclosure by Bank Holding Companies” (“Guide 3”). Guide 3,...more

Recent Regulatory Developments and the New US Presidential Administration's Actions Affecting Public Companies

by White & Case LLP on

There have been several recent developments and proposed initiatives related to deregulation impacting US public companies and foreign private issuers ("FPIs"). Below is a brief summary of regulatory changes that have been...more

Blog: $2 Billion Purchase Price Dispute Over GAAP Compliance Highlights Need for Careful Drafting

by Cooley LLP on

Purchase price adjustments are common features (2015 SRS study: 77% of deals) of private merger agreements that are generally intended to ensure that the acquired company will have the same level of cash or working capital to...more

Inline XBRL Proposed Rule and IFRS Taxonomy

by Morrison & Foerster LLP on

On March 1, 2017, the Securities and Exchange Commission (the “Commission”) proposed the use of the Inline XBRL (eXtensible Business Reporting Language) format for the submission of operating company financial statement...more

SEC Proposes to Require Use of Inline XBRL

In 2009 the SEC adopted rules requiring operating companies to provide the information from the financial statements accompanying their registration statements and periodic and current reports in machine-readable format using...more

FCC Approves ILEC Shift to GAAP Accounting, Mitigates Pole Rate Impact

by Davis Wright Tremaine LLP on

At today’s open meeting the FCC adopted a Report and Order that streamlines and eliminates Part 32 accounting requirements governing price-cap carriers, allowing them instead to rely on GAAP accounting methods and thus...more

"Key Takeaways: Corporate Governance Series — Key SEC Financial Reporting, Accounting and Enforcement Matters"

On February 2, 2017, Skadden hosted a webinar titled “Key SEC Financial Reporting, Accounting and Enforcement Matters,” the third installment of our four-part Corporate Governance Series focused on trends in corporate...more

Avoiding Disputes Over How to Resolve Disputes

by Holland & Knight LLP on

In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition Co., LLC, C.A. No. 12585-VCL (decided Dec. 5, 2016), the Delaware Chancery Court was required to interpret purchase price dispute...more

U.S. - EU Covered Agreement: The Road Ahead

On Thursday, February 16, the Housing and Insurance subcommittee of the Financial Services Committee of the United States House of Representatives will hold a public hearing entitled, “Assessing the U.S.-EU Covered...more

Not Correctly Reporting Losses: An Internal Controls Failure

by Thomas Fox on

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

SEC Chair Urges Continued Efforts on Global Accounting Standards

by WilmerHale on

Outgoing Securities and Exchange Commission (SEC) Chair Mary Jo White has urged her successor and the SEC to continue to pursue high-quality, globally accepted accounting standards “as one of its highest priorities.” In a...more

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

by Latham & Watkins LLP on

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

Delaware Law Updates – The Court of Chancery Determines $2 Billion Dispute Is One for an Independent Auditor to Decide

by McCarter & English, LLP on

In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC, C.A. No. 12585-VCL (Del. Ch. Dec. 5, 2016), the Court of Chancery granted a buyer’s motion for judgment on the pleadings, holding that the plain...more

SEC Grants Broker-Dealers Relief under New Lease Accounting Standard

To perhaps oversimplify things greatly, the new GAAP for lease accounting will require operating leases to be recorded on the balance sheet much like the current treatment for capital leases. This shift in GAAP could wreak...more

SEC Charges Issuer with Inadequate Segment Reporting

The SEC charged PowerSecure International, Inc. with matters related to inadequate segment reporting in a settled enforcement action. PowerSecure did not admit or deny the SEC’s findings. According to the SEC,...more

Enforcement at the Gates: SEC Action against Big Four Firm and New International Standards Highlight the Role of Accountants as...

In late September 2016, Andrew Ceresney, Director of Enforcement of the Securities and Exchange Commission (“SEC”), signaled the SEC’s renewed focus on the key role played by audit committee members and external auditors as...more

Does Placing Non-GAAP Financial Measures First Violate The Law?

by Allen Matkins on

Yesterday’s post discussed the SEC staff’s recently announced position that Item 10(e)(1)(A) of Regulation S-K requires that issuers disclose comparable GAAP financial measures before non-GAAP financial measures. Item...more

When The SEC Become A Real Estate Regulator

by Allen Matkins on

For at least a century, it has been said that only three things matter in real estate: location, location, location. Recently, the Securities and Exchange Commission took this old saw to heart in the context of disclosure of...more

Updated Non-GAAP Guidance: The First 150 Comment Letters

by Shearman & Sterling LLP on

In May of this year, the staff of the SEC’s Division of Corporation Finance updated its C&DIs regarding the use of non-GAAP financial measures. We summarized the May 2016 update in an earlier client publication. Since the...more

SEC Continues to Closely Monitor the Use of Non-GAAP Financial Measures

by Stinson Leonard Street on

On May 17, 2016, the U.S. Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs). The C&DIs provide added guidance on the use of non-GAAP financial measures in public disclosures...more

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