News & Analysis as of

Auditors

SEC Proposes Amendments to Auditor Independence Rule to Address the “Loan Provision”

by Dechert LLP on

The U.S. Securities and Exchange Commission (SEC) voted unanimously on May 2, 2018 to propose amendments to Rule 2-01(c)(1)(ii)(A) under Regulation S-X – the so-called “Loan Provision” (Proposal). Generally, the Loan...more

SEC Proposes Rule Change to Address Funds’ Auditor Independence Problem

by Ropes & Gray LLP on

In a May 3, 2018 release (the “Release”), the SEC proposed amendments to the “Loan Rule” (as defined below), part of the SEC’s auditor independence rule, Rule 2-01 of Regulation S-X. If adopted as proposed, the amendments...more

Recent Developments in Auditor Tenure and Independence

by Dorsey & Whitney LLP on

Last month, over 35% of General Electric Co.’s shareholders voted against ratification of KPMG LLC as GE’s auditor. This high level of opposition (for some context, last year’s votes against KPMG were at a mere 5.7%) comes in...more

Blog: SEC Proposes Amendments To Auditor Independence Rule Related To Debtor-Creditor Relationships

by Cooley LLP on

The SEC has posted a new rule proposal that would modify the analysis of auditor independence in the context of lending relationships between the auditor and certain shareholders of an audit client during the audit or...more

Blog: Shareholder Vote On Auditors Puts The Heat On The Board

by Cooley LLP on

As discussed in this PubCo post, both ISS and Glass Lewis recommended voting against a proposal to ratify the appointment of GE’s auditor, KPMG, at the 2018 GE annual shareholders meeting, a pretty unusual event in itself. ...more

Blog: Center For Audit Quality Issues Tool For Board Oversight Of Cybersecurity Risk

by Cooley LLP on

The Center for Audit Quality has just issued Cybersecurity Risk Management Oversight: A Tool for Board Members. The tool offers questions that directors can ask of management and the auditors as part of their oversight of...more

Blog: Auditors in the crosshairs (re-posted)

by Cooley LLP on

It’s certainly a rare event, but both ISS and Glass Lewis have recommended voting against a proposal to ratify the appointment of GE’s auditor, KPMG at the GE annual shareholders meeting. Most often, the issue of auditor...more

Disclosures Redux – Outside Auditors and Attorney Work-Product

by Lane Powell PC on

Following our recent post on disclosures to the EPA, this week we’re going to look at disclosures to outside auditors, often in the context of internal investigations, and steps to take to limit any waiver of attorney...more

Accountancy Forum Newsletter - March 2018

by Reed Smith on

In this edition, we look at the new corporate criminal offences for failure to prevent the facilitation of tax evasion, recent court decisions and hot topics in the industry, such as the inquiry into the Paradise Papers....more

Blog: CAQ issues new roadmap for audit committees on non-GAAP measures

by Cooley LLP on

The Center for Audit Quality has issued a new guide for audit committees related to non-GAAP financial measures. Based on information gained from a series of roundtables held in 2017, Non-GAAP Measures: A Roadmap for Audit...more

IRS Provides Guidance on Searching for Missing 403(b) Participants

On February 23rd, the IRS issued a memorandum to its examiners instructing them not to challenge a 403(b) plan for failing to satisfy the required minimum distribution (“RMD”) rules with respect to missing participants or...more

Financial Reporting for Foreign Private Issuers Before the SEC

by White and Williams LLP on

Under the current rules of the US Securities and Exchange Commission (SEC), foreign issuers are allowed to use International Financial Reporting Standards (IFRS) financial statements in their registration statements and...more

IRS Advises Its Auditors on 403(b) Plan Missing Participant Search Procedures

In a recent memorandum to employee plan auditors, the IRS prescribes missing participant search procedures for 403(b) plans (the “Memo”). Locating missing participants (and beneficiaries) often arises as an issue for 403(b)...more

Blog: In Light Of The Recent Fraud Charges Against Audit Firm Partners And The PCAOB, What Questions Should Audit Committees Ask...

by Cooley LLP on

Recent civil and criminal fraud charges against partners at KPMG and staffers at the PCAOB, arising out of “their participation in a scheme to misappropriate and use confidential information relating to the PCAOB’s planned...more

SCC Affirms Duty of Care but Reduces Auditor’s Damages in Livent Decision

On December 20, 2017, the Supreme Court of Canada (SCC) released its long-awaited decision in Deloitte & Touche v. Livent Inc. (Receiver of) (Livent), which addressed the issue of the auditor’s liability for failing to detect...more

Litigation Alert | Third Circuit Reaffirms Scope of Federal Priority Rules

by McDermott Will & Emery on

On December 4, 2017, the US Court of Appeals for the Third Circuit issued its much-anticipated precedential opinion in Marathon Petroleum Corp. et al., v. Secretary of Finance et al., No. 16-4011. The opinion affirms the...more

Blog: Boilerplate Cams In Auditor’s Reports? That Would Be A Bummer, Man

by Cooley LLP on

In what were surely unprepared remarks to the American Institute of CPAs conference on SEC and PCAOB developments, as reported by Bloomberg BNA, SEC Chair Jay “the Dude” Clayton commented on the impact he expects the new form...more

ESMA Issues Technical Advice on Format and Content of Prospectuses: Focus on Proposed Deletion of Requirement to Include...

by Jones Day on

As noted above, the new Prospectus Regulation entered into force on 20 July 2017. Following a request for technical advice from the European Commission, the European Securities and Markets Authority ("ESMA") has published...more

Matters to Consider for the 2018 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more

Confirm what the auditor says

by Ary Rosenbaum on

If you have a retirement plan with more than 100 participants, you probably have a plan audit (if you have more than 120 participants, you do). Like with any plan providers, there a lot of great auditors out there and some...more

2018 NDAA Analysis: New Mandate to Use Private Accounting Firms to Audit Incurred Cost Submissions

by Holland & Knight LLP on

This is the fourth blog post in a series of blogs analyzing the current draft of the 2018 National Defense Authorization Act (NDAA) as agreed-to by House and Senate negotiators on November 8, 2017. Stay tuned for additional...more

SEC Chief Accountant Offers Guidance to Audit Committees During Period of Change

by WilmerHale on

In a November 14 speech at the Financial Executives International 36th Annual Current Financial Reporting Issues Conference, SEC Chief Accountant Wesley Bricker commented on a range of topics, including effective financial...more

Changes to Audit and Truth in Negotiations Act in FY 2018 NDAA

For DoD acquisitions, the Conference Report for FY 2018 NDAA includes provisions that would streamline the DCAA Incurred Cost Audit process by involving private auditors and increase the TINA threshold. Conference Report...more

Rethinking Independence in Internal Investigations

by Farella Braun + Martel LLP on

For a company under actual or potential government scrutiny, an independent internal investigation performed by outside counsel, sometimes coupled with cooperation with the government, can mean the difference between...more

SEC Approves New PCAOB Auditing Report Standard

On October 23, 2017, the Securities and Exchange Commission (“SEC”) unanimously approved (the “Approval Release”) the Public Company Accounting Oversight Board’s (“PCAOB”) proposal to adopt a new auditing standard, AS 3101,...more

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