With 2021 now upon us, companies, auditors and audit committees are gearing up for another annual reporting season, coming off of one of the more turbulent years in recent history, which included a significant number of...more
1/12/2021
/ AICPA ,
Audit Committee ,
Auditor Independence ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Internal Controls ,
PCAOB ,
Publicly-Traded Companies ,
Reporting Requirements ,
S&P ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) has adopted amendments to the shareholder proposal rule – Rule 14a-8 under the Securities Exchange Act of 1934. The long-awaited changes largely track the SEC’s November 5, 2019...more
The business world has changed a lot in the last three decades, and, as a result of recent amendments to Item 101 of Regulation S-K, the description of a company’s business included in registration statements and periodic...more
Last week, the Public Company Accounting Oversight Board shared additional insights regarding its latest conversations with audit committee chairs – Conversations with Audit Committee Chairs: COVID-19 and the Audit (the...more
The Securities and Exchange Commission Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A and SEC Chief Accountant, Sagar Teotia, issued a Statement on the Continued Importance of High-Quality...more
The Association of International Certified Professional Accountants (AICPA) has released an Audit Committee Checklist for COVID-19 that provides questions for audit committee members to consider as they perform their...more
As the novel coronavirus (COVID-19) continues to impact the economy, regulators are keeping high-quality financial reporting squarely within their focus. In a public statement last week, Securities and Exchange Commission...more
Last week, amidst the focus on the coronavirus, the Securities and Exchange Commission made progress on its short-term rulemaking agenda by amending the definitions of “accelerated filer” and “large accelerated filer.” The...more
Earlier this week, the Securities and Exchange Commission issued an Order granting conditional relief from certain obligations under the federal securities laws for companies facing challenges as a result of the current...more
The Securities and Exchange Commission recently released a Statement highlighting eight areas that audit committees should focus on this reporting season.
Penned by SEC Chairman Jay Clayton, Division of Corporation Finance...more
1/7/2020
/ Audit Committee ,
Audits ,
Best Practices ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
GAAP ,
ICFR ,
Independent Audits ,
Libor ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
In support of its commitment to increased transparency, the Public Company Accounting Oversight Board recently released Conversations with Audit Committee Chairs: What We Heard & FAQs (the “Summary”), a summary of...more
Earlier this month, the Center for Audit Quality (CAQ) and Audit Analytics released their sixth-annual Audit Committee Transparency Barometer report. Similar to prior years, the groups acknowledge “progress on the...more
Following this summer’s much publicized decision by the Delaware Supreme Court in the Marchand v. Barnhill (Blue Bell Creameries) case, the Delaware Court of Chancery’s holding in In re Clovis Oncology, Inc. Derivative...more
10/29/2019
/ Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Caremark claim ,
Clinical Trials ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Derivative Suit ,
Food and Drug Administration (FDA) ,
Investigational New Drug Application (IND) ,
Oversight Duties ,
Pharmaceutical Industry ,
Popular
On Friday, the Securities and Exchange Commission’s Division of Corporation Finance announced big changes in the internal structure of its disclosure program. While not a regular occurrence, such reorganizations happen...more
The Delaware Supreme Court recently sounded a warning bell for directors, reminding that as part of their duty of loyalty, they “must make a good faith effort to implement an oversight system and then monitor it.” The case...more
Earlier this month, the Public Company Accounting Oversight Board released additional resources regarding its new Critical Audit Matters (CAMs) disclosure requirement, with the latest resources targeted to audit committees...more
Directors, corporate secretaries and company counsel must be mindful of good corporate housekeeping practices involving the maintenance of corporate books and records. Earlier this year, a handful of Delaware court opinions...more
5/23/2019
/ Board of Directors ,
Books & Records ,
Corporate Governance ,
Corporate Officers ,
Delaware General Corporation Law ,
Electronic Communications ,
Email ,
Inspection Rights ,
Institutional Investors ,
Section 220 Request ,
Shareholder Rights ,
Text Messages
Always a fertile source of regulatory perspective, this year’s Baruch College Financial Reporting Conference featured a future-oriented theme in remarks by Chief Accountant of the Securities and Exchange Commission Wesley...more
5/15/2019
/ Accounting Standards ,
Audit Committee ,
Corporate Governance ,
Cybersecurity ,
FASB ,
Financial Reporting ,
ICFR ,
Independent Audits ,
Internal Controls ,
PCAOB ,
Professional Conferences ,
Publicly-Traded Companies ,
Regulatory Standards ,
Securities and Exchange Commission (SEC)
Earlier this month, the Center for Audit Quality (CAQ) further expanded its resource library for audit committees by refreshing its External Auditor Assessment Tool. Consistent with the prior version, which was updated in...more
Earlier this week, the Securities and Exchange Commission announced that it had settled charges against four public companies for failing to maintain internal control over financial reporting (ICFR) over the course of seven...more
Last week, PCAOB Chairman William Duhnke delivered a keynote speech at the American Law Institute’s Accountants’ Liability 2018 Conference in Washington DC, in which he described recent efforts and future plans for the PCAOB...more
Yesterday, the Securities and Exchange Commission released an investigative report regarding its investigation into whether nine public companies that were victims of cyber-related frauds violated federal securities laws by...more
Earlier this week, proxy advisory firm Institutional Shareholder Services Inc. (ISS) launched its Annual Policy Survey, which solicits responses from institutional investors, companies, corporate directors and other market...more
8/1/2018
/ Audit Committee ,
Audit Policies ,
Auditors ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Individual Accountability ,
Institutional Shareholder Services (ISS) ,
Investors ,
Pay-for-Performance ,
Proxy Season ,
Proxy Voting Guidelines ,
Shareholders ,
Stock Ownership ,
Surveys
Earlier this week, the Center for Audit Quality released Critical Audit Matters: Key Concepts and FAQs for Audit Committees, Investors, and Other Users of Financial Statements. The tool builds upon the CAQ’s December 2017...more
In a speech delivered at last week’s 2018 Baruch College Financial Reporting Conference, SEC Chief Accountant Wes Bricker discussed objectives of financial reporting and its importance to the markets. Mr. Bricker revisited...more