PCAOB

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SEC’s Division of Investment Management Issues Letter Regarding Independent Verification Required by Rule 206(4)-2 Under the...

On April 25, 2016, the Staff of the Division of Investment Management of the Securities and Exchange Commission issued a no-action letter that provides that it would not recommend enforcement action to the Commission under...more

SEC Sanctions Audit Firm, Partner Tied to Custody Rule

Custody Rule cases are rapidly becoming a staple of SEC enforcement. Rule 206(4)-2 requires registered investment advisers with custody of client funds or securities to implement certain controls to protect those assets....more

This Week In Securities Litigation

The SEC requested comment on the development of a consolidated audit trail this week, a concept long discussed. The audit trail would enable regulators to track trading activity in the U.S. markets. Enforcement initiated...more

PCAOB Evaluates Audit Firm Communications with Audit Committees

On April 5, the PCAOB issued a report regarding compliance with Auditing Standard No. 16, Communications with Audit Committees (AS No. 16), based on its inspections of issuer audits during its 2014 inspection cycle. AS No. 16...more

Blog: Taking On “Management Review Controls”

In a speech at the end of 2015 to the AICPA National Conference on Current SEC and PCAOB Developments, SEC Chair Mary Jo White emphasized that “it is hard to think of an area more important than ICFR [internal control over...more

The Financial Report - Volume 5, No. 8 - April 2016 (Global)

There are currently only three SEC Commissioners, rather than the normal five. A recent New York Times article discussed what appears to be a logjam in the approval of two apparently highly qualified nominees for the open...more

This Week In Securities Litigation

The Commission prevailed at trial in a market manipulation case. The trial followed a series of settlements and a grant of summary judgment in the Commission’s favor as to one defendant. The remaining defendant, a former NFL...more

The SEC’s Non-GAAP Drumbeat Grows Louder

Last year I wrote about the hazards of “non-GAAP disclosure creep,” which can occur as companies become increasingly aggressive with their use of non-GAAP financial measures or simply become bogged down as more and more...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

In Case You Missed It - Interesting Items for Corporate Counsel - April 2016

Lest you think the pending U.S. Supreme Court nominee is the only nominee-casualty of partisan politics, the Wall Street Journal reports, “a revolt” by U.S. Senate Democrats to block the appointment of two Obama SEC...more

This Week In Securities Litigation

The Foreign Corrupt Practices Act was a key focus this week. The DOJ announced a new one year Pilot Program which holds the promise of a significant reduction in penalties if the firm self-reports and takes a series of steps....more

SEC Administrative Case Reinforces Current Emphasis on Internal Controls

Consistent with its current focus on internal control over financial reporting (ICFR), the Securities and Exchange Commission recently sanctioned a company and individuals for failing to adequately evaluate and audit the...more

The Financial Report - Volume 5, No. 6 - March 2016 (Global)

DLA Piper was proud to be a sponsor of last week’s Securities Industry and Financial Markets Association (SIFMA) Compliance and Legal Society Annual Seminar in Orlando. The seminar brought together nearly 2,000 lawyers,...more

This Week In Securities Litigation

The SEC filed its first action against a municipal adviser for breach of fiduciary duty based on a provision amended by Dodd-Frank. The agency also continued to file insider trading actions in an administrative forum....more

The Financial Report - Volume 5, No. 4 - February 2016 (Global)

A recent federal district court decision and a proposed New York State Department of Financial Services regulation have further expanded the risk of liability for chief compliance officers, this time in the context of...more

Auditing Standard 18 Ramifications for Management’s Related Party Representations

Companies’ management should consider whether to add a materiality carve-out to the related party representations now being included in management representation letters as a result of the PCAOB’s Auditing Standard No. 18 (AS...more

Related Party Transactions under PCAOB AS 18 Audits: Experiences from the First Year

The 2015 audit was the first one for most companies under the PCAOB’s Auditing Standard 18, Related Parties. This Auditing Standard created new and expanded audit procedures for related party transactions; significant unusual...more

"Auditors Must Beware the Consequences of Settling SEC Enforcement Actions"

The Securities and Exchange Commission (SEC) launched “Operation Broken Gate” in October 2013 to hold accountable those auditors who have intentionally or negligently violated professional auditing or accounting standards....more

This Week In Securities Litigation

The Newman personal benefit test in insider trading tipping cases is front and center this week as the Supreme Court agreed to consider the issue. The Court passed on the opportunity to consider the question when first...more

PCAOB Adopts Audit Engagement Partner Disclosure

On December 15, 2015, the Public Company Accounting Oversight Board (PCAOB) continued its pursuit of providing investors with improved audit transparency and audit accountability by adopting new rules requiring auditors to...more

PCAOB Adopts New Rules Requiring Disclosure of Participants in an Audit

On December 15, 2015, the Public Company Accounting Oversight Board (PCAOB) adopted new rules and related amendments to auditing standards (Rules) to provide investors with more information about who participates in public...more

Corporate and Financial Weekly Digest - Volume XI, Issue 1

SEC/CORPORATE - PCAOB Adopts New Rules Requiring Disclosure of Participants in an Audit - On December 15, 2015, the Public Company Accounting Oversight Board (PCAOB) adopted new rules and related amendments to...more

PCAOB Outlines Priorities for 2016

As part of its annual budget process for 2016, the Public Company Accounting Oversight Board reviewed the priorities set forth in its 2015-2019 Strategic Plan. Commenting on the adoption of its $257.7 million budget for...more

PCAOB’s New Audit Disclosure Rule

Earlier this month the PCAOB adopted rules requiring audit firms to disclose the names of each audit partner and certain information regarding other audit firms participating in each audit. The new rules are subject to SEC...more

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

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