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PCAOB Inspection Findings Offer Valuable Reminders About Auditor Independence

Auditor independence has long been a foundational element of audit quality, and recent findings from the Public Company Accounting Oversight Board (PCAOB) underscore the importance of auditor independence and the need to be...more

Making the Connection - What Do Recent SEC Enforcement Actions Mean for Cyber Controls?

On July 18, 2024, the U.S. District Court for the Southern District of New York dismissed most of the claims brought by the Securities and Exchange Commission (the “Commission”) against SolarWinds Corp. and its Chief...more

PCAOB Releases Summary of 2023 Conversations with Audit Committee Chairs

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

SEC Enforcement Director Warns Against AI Washing

On April 15, 2024, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, spoke at a compliance and enforcement conference regarding the challenges and potential missteps associated with the increased use of...more

2024 IPO Report

Pessimism surrounding the Federal Reserve’s interest rate hikes, combined with subdued business and consumer confidence as well as geopolitical concerns, weighed heavily on the IPO market in 2023. With 117 IPOs in 2023...more

Segments, Taxes, SAB 74 and More

The Financial Accounting Standards Board (FASB) was quite active at the end of 2023 and published two notable Accounting Standards Updates (ASUs) that are expected to meaningfully affect public company disclosures regarding...more

To Check or Not to Check: Form 10-K’s Restatement and Clawback Checkboxes

As 2023 comes to a close and companies begin preparing their Form 10-K, one question keeps emerging: to check or not to check Form 10-K’s new restatement and compensation recovery (“clawback”) checkboxes?...more

Recent PCAOB Developments for Audit Committee and Companies

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

SEC Chief Accountant Shines a Spotlight on ICFR and Risk Assessments

On Friday, SEC Chief Accountant Paul Munter released a public statement in which he expressed concerns about the risk assessment process of both auditors and management. As a possible harbinger of things to come, the...more

Preparing for New Cybersecurity Disclosures

Public companies will soon be required to provide increased transparency about cybersecurity incidents, risk management, strategy and governance as a result of new rules adopted by the Securities and Exchange Commission (the...more

SEC Adopts Cybersecurity Disclosure Rules

On July 26, 2023, in a 3-2 vote, the Securities and Exchange Commission (the “SEC”) adopted new rules for public companies that will require disclosures regarding cybersecurity incidents, as well as cybersecurity risk...more

PCAOB Releases New Audit Committee Resource for 2023

The PCAOB recently released a new Audit Committee Resource, which sets forth an updated set of questions that audit committee members may want to consider incorporating into their ongoing engagement with auditors....more

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

SEC Updates Non-GAAP Compliance and Disclosure Interpretations

On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures. A summary of the specific changes is set out below, followed by...more

SEC Adopts Amendments to Rule 10b5-1

In a surprising 5-0 vote, the SEC yesterday adopted amendments to Rule 10b5-1, the SEC’s rule governing pre-arranged trading plans, as well as amendments to related disclosure and other rules. The amendments impose...more

SEC Adopts Requirements for Clawback of Erroneously Awarded Compensation

The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more

SEC Acting Chief Accountant Comments on “The Auditor’s Responsibility for Fraud Detection”

Continuing his recent efforts at clarifying the views of the Office of the Chief Accountant (“OCA”) on various topics, in an October 11, 2022 statement Acting Chief Accountant Paul Munter emphasized the SEC’s focus on auditor...more

SEC Brings Charges Against Director and Former Executive Officers for Allegedly Lying to Auditors About Loss Contingencies...

Last week, the Securities and Exchange Commission (SEC) filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s...more

Three Reasons the PCAOB's Agreement With China May Not Have Changed the Landscape

After months of closed-door negotiations, the Public Company Accounting Oversight Board (PCAOB) announced on Friday that it has entered into a Statement of Protocol with the China Securities Regulatory Commission (CSRC) and...more

SEC Adopts Long-Anticipated Pay Versus Performance Disclosure Rules

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted, by a 3-2 vote, the long-anticipated Pay Versus Performance disclosure rules. After two rounds of public comment (see our prior alert and the reopening...more

Changes to ASC 280 (Segment Reporting) Appear Likely

Segment reporting - a frequent topic of SEC comments and the subject of long-running debate at the Financial Accounting Standards Board (FASB) - continues to appear on the FASB’s Technical Agenda, with some likely changes on...more

PCAOB Releases New Audit Committee Resource

The PCAOB recently released a new Audit Committee Resource, which sets forth questions that audit committee members may want to consider incorporating into their ongoing engagement with auditors. The categories of questions...more

PCAOB Requests Comment on Draft Strategic Plan

The Public Company Accounting Oversight Board (PCAOB) recently released for public comment a draft five-year strategic plan for 2022-2026, setting forth targeted objectives that are oriented around four primary goals: (1)...more

SEC Revisits Shareholder Proposal Rule

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

SEC Acting Chief Accountant Cautions Against “Checklist Compliance” Approach to Auditor Independence

SEC Acting Chief Accountant Paul Munter re-emphasized the SEC’s focus on auditor independence in his June 8 statement on “The Critical Importance of the General Standard of Auditor Independence and an Ethical Culture for the...more

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