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 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?

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

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

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

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

Corporate Finance Alert: SEC Staff Continues to Focus on Non-GAAP Financial Disclosures

In recent months, companies have experienced greater scrutiny of their use of non-GAAP financial measures by the staff of the U.S. Securities and Exchange Commission (SEC). This greater scrutiny follows the release earlier...more

SEC, Bank Settle Action Tied to Loan Loss Reserves

Since the market crisis the Commission has brought a series of enforcement actions centered on the failure of financial institutions to properly evaluate their loan loss reserves. Those issues are not solely the result of...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

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: Are The Days Of “I’ll-Scratch-Your-Back” Cronyism History?

As discussed in a PubCo post last week, a theory that is currently gaining purchase is that, whether as a result of say on pay or otherwise, the increased influence of proxy advisory firms has led to a kind of homogenization...more

Blog: Prep to Sell – Getting Ready for an M&A Exit

OK, so you have made the decision to explore a sale of your company. What can you do to make the deal go smoothly and put your best foot forward? Clean the House. Ask your outside counsel and accounting teams to help...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

Court Of Chancery Denies Inspection When The Board Has An Obvious Defense To A Claim Of Wrongdoing

In general, the bar is low for exercising inspection rights to investigate claims of wrongdoing. Plaintiffs need provide only some evidence to suggest a credible basis from which the Court can infer possible mismanagement or...more

Putting a Premium on Illiquidity: Some Reflections on the SEC’s Scrutiny of Valuation Practices and Disclosures

Valuation is typically near the top of the list when the SEC’s enforcement division and exam staff disclose their priority topics for private funds.  We expect that trend to continue and, if anything, the focus on valuation...more

CFTC Proposal to Amend CPO Reporting Rules

The Commodity Futures Trading Commission (“CFTC”) on August 5, 2016, issued a proposal to amend its rules governing commodity pool annual reports, which, if adopted, would permit commodity pool operators (“CPOs”) of a pool...more

“Risk Retentionizing” Your CLO: A Post-Effective Date Guide to Risk Retention Compliance

Over the last year and a half, asset managers of collateralized loan obligations (“CLO Managers”) have been focused on developing various strategies to enable them to comply with the retention requirements of the final U.S....more

Practice Pointers on Non-GAAP Financial Measures

On June 27, 2016, Securities and Exchange Commission (“SEC”) Chair Mary Jo White, speaking at the International Corporate Governance Network’s Annual Conference in San Francisco, reiterated the SEC’s growing concern regarding...more

Selling Your Business? 5 Steps To Maximize Your Return

When a business owner makes the decision to sell a company, numerous factors can affect the price a buyer is willing to pay. Even relatively small oversights raise the prospect that a business owner will leave money on the...more

SEC Proposes Amendments to Update and Simplify Disclosure Requirements

Overview - The Securities and Exchange Commission (the “SEC”) recently announced proposed amendments in order to update and simplify its disclosure requirements. The proposed amendments are intended to simplify...more

SEC Proposes Amendments to Update and Simplify Disclosure Requirements

On July 13, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its disclosure requirements to eliminate redundant, overlapping, outdated or superseded provisions that have resulted over time due to...more

Blog: Study Shows More Restatements And Internal Control Weaknesses Among “Heavy Users” Of Non-GAAP Measures

The non-GAAP financial measures pile-on continues. Certainly, the SEC has recently been making the public-speaking rounds and issuing CDIs warning companies of its concern about abuses of non-GAAP metrics, such as...more

SEC Proposes Changing Smaller Reporting Company Definition and Streamlining Disclosure Requirements

The Securities and Exchange Commission (SEC) recently released two separate proposals, one that aims to expand “smaller reporting company” eligibility and another that is designed to streamline disclosure requirements....more

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