Day 5 of One Month to Better Investigations and Reporting-the Board’s Investigation Protocol
ACI's Global Anti-Corruption, Ethics & Compliance – New York is your best opportunity to hear how companies are addressing the status of DOJ and SEC priorities, effective compliance and risk strategies, strengthening...more
Drawing on insights from our interactions with audit committees and business leaders, the KPMG Board Leadership Center highlights nine issues for the audit committee to consider for the year ahead....more
Welcome to the latest edition of Fenwick’s Securities Law Update....more
Earlier this month, the SEC brought accounting fraud charges in the U.S. District Court for the Southern District of New York against the CEO, CFO, and Audit Committee Chair of Kubient, a company that purported to use AI...more
One of the stated goals of the Public Company Accounting Oversight Board (PCAOB) is to preserve external audit quality. To further this priority, the PCAOB regularly invites public company audit committee chairs to have...more
The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. Below is a summary of notable developments that...more
In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more
Over the past few years, the SEC has renewed its focus on public company failures to disclose perquisites and related person transactions. As discussed under “Deeper Dive” below, most of the cases involve companies that...more
On August 26, 2021, the US Securities and Exchange Commission (“SEC”) approved an amendment to Rule 314 of the NYSE Listed Company Manual in connection with the review and approval of related party transactions. As we...more
Reverses Position on $120,000 Threshold - On August 19, 2021, the New York Stock Exchange further revised its definition of a “related party transaction” to include the $120,000 quantitative threshold under Item 404 of...more
On August 19, 2021, the New York Stock Exchange amended its rules that require approval of related party transactions for NYSE-listed companies. This amendment, which is effective immediately, modifies an earlier amendment to...more
One of the hottest going-public trends in 2020 and 2021 has been the rise of SPACs - Special Purpose Acquisition Companies - as a vehicle for private companies to go public. SPACs are shell companies that are formed, funded...more
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
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
Are the allegations in Hughes v. Hu an example of the SEC/PCAOB’s recent cautionary Statement on emerging market risks come to life? The case involves a Caremark claim against the audit committee and various executives of...more
According to a White House budget issued on February 10, 2020, the White House is considering transferring the authority of the Public Company Accounting Oversight Board (PCAOB or Board) to the SEC by 2022 in order to...more
In its proposed budget for 2021, the White House called for the Public Company Accounting Oversight Board’s (“PCAOB”) “functions and responsibilities” to be consolidated into the SEC. According to the administration, having...more
During the past year, the Securities and Exchange Commission (SEC) adopted a number of amendments to its rules and regulations and issued additional guidance that will impact the Form 10-Ks and proxy statements that public...more
Given evolving Delaware law, understanding the difference between “risk oversight” and “risk management” is an increasingly important board task. In the Marchand and Clovis decisions, the Delaware courts sent an important...more
The Securities and Exchange Commission (SEC) issued a Statement—signed jointly by the Chairman, the Chief Accountant, and the Director of the Division of Corporation Finance—on December 30, 2019, titled, “Statement on Role of...more
During the last two weeks of 2019, the US Securities and Exchange Commission offered guidance and reminders relating to the role of audit committees, international intellectual property and technology risks, and confidential...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
On December 30, 2019, Chairman Jay Clayton, Sagar Teotia, the Chief Accountant, and William Hinman, the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC), issued a Statement...more
On December 30, 2019, the Chair of the Securities and Exchange Commission, the SEC’s Chief Accountant, and the Director of the SEC’s Division of Corporation Finance issued a joint statement regarding the role of audit...more
SEC Chairman Jay Clayton, Sagar Teotia, Chief Accountant and William Hinman, Director, Division of Corporation Finance issued a Statement on Role of Audit Committees in Financial Reporting and Key Reminders Regarding...more