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Securities and Exchange Commission (SEC) Audit Committee Corporate Governance

American Conference Institute (ACI)

[Event] Global Anti-Corruption, Ethics & Compliance - June 10th - 11th, New York, NY

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

KPMG Board Leadership Center (BLC)

On the 2025 audit committee agenda

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

Fenwick & West LLP

Securities Law Update - November 2024

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Welcome to the latest edition of Fenwick’s Securities Law Update....more

Jenner & Block

Client Alert: Key Takeaways from SEC Fraud Charges Against the CEO, CFO, and Audit Committee Chair of Kubient

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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

WilmerHale

PCAOB Releases Summary of 2023 Conversations with Audit Committee Chairs

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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

WilmerHale

Recent PCAOB Developments for Audit Committee and Companies

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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

BCLP

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

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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

BCLP

Keep Track of Perquisites and Related Person Transactions: Recent Sec Enforcement Actions

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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

Mayer Brown Free Writings + Perspectives

NYSE Conforms Related Party Transaction Definition

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

BCLP

NYSE Further Revises Definition of Related Party Transactions

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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

Goodwin

NYSE Amends Related Party Transaction Approval Requirements

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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

Dorsey & Whitney LLP

SPAC Talk: Important Considerations for Private Companies Evaluating a SPAC Going-Public Transaction

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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

WilmerHale

Reflections on the End of a Turbulent Year and Selected Considerations for 2021

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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

WilmerHale

PCAOB Shares Insights on Its Conversations With Audit Committee Chairs

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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

Cooley LLP

Blog: Another Caremark claim survives dismissal

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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

Faegre Drinker Biddle & Reath LLP

Trump Budget Proposes Folding the PCAOB into the SEC by 2022

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

Foley Hoag LLP - White Collar Law &...

White House’s Proposed Consolidation of PCAOB into SEC Could Reduce Audit Oversight

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

Smith Anderson

Are You Prepared? Important Reminders for the 2020 Form 10-K and Proxy Season

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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

McDermott Will & Emery

Corporate Law & Goverance Update - January 2020

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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

Ballard Spahr LLP

GC Insights: SEC Issues Statement on Role of Audit Committees

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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

Mayer Brown Free Writings + Perspectives

Legal Update: Ring in the New Year with SEC Year-End Guidance

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

WilmerHale

SEC Shares Best Practices With Audit Committees

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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

Wilson Sonsini Goodrich & Rosati

SEC Issues Statement on Key Reminders for Audit Committees

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

Mayer Brown Free Writings + Perspectives

Year-End Reminders on The Role of Audit Committees

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

Stinson - Corporate & Securities Law Blog

SEC Statement on Role of Audit Committees and Key Reminders

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

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