Day 5 of One Month to Better Investigations and Reporting-the Board’s Investigation Protocol
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
Of course, it’s not just the SEC that will feel the impact of a new administration. Even quasi-regulators like the PCAOB are impacted. Hence, the PCAOB’s recent decision to put its pending rulemaking that would broaden the...more
On September 16, 2024, the United States Securities and Exchange Commission (“SEC” or the “Commission”) brought charges against Kubient, Inc.’s (“Kubient”) former chairman and chief executive officer (“CEO”) for allegedly...more
On September 16, 2024, the Securities and Exchange Commission (SEC) filed civil charges against former CEO Paul D. Roberts, former Chief Financial Officer Joshua A. Weiss, and former Audit Committee Chair Grainne M. Coen of...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 PCAOB has posted a 2023 audit committee resource that identifies a number of questions that audit committees may want “to consider amongst themselves or in discussions with their independent auditors, particularly given...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
In May, SEC Chief Accountant Paul Munter, quoted here, cautioned his conference audience about the potential for audit committee overload. “More demands are being put on audit committees, sometimes on topics outside their...more
On June 22, 2023, the SEC’s Investor Advisory Committee hosted a panel discussion regarding audit committee workload and transparency. The panel was led by James Andrus, with presentations of new research by Lauren...more
In this article, accounting firm Deloitte observes that boards and managements often experience “denial” when the topic of fraud risk arises—no one wants to feel that the trust they place in their own employees is actually...more
On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more
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 adopts final pay-versus-performance rules In August 2022, the US Securities and Exchange Commission announced its adoption of final rules requiring public companies to disclose information regarding the relationship...more
Materiality in the context of the federal securities laws has been a topic of repeated focus by the Securities and Exchange Commission (SEC) and the courts over the years. That attention, however, has not necessarily produced...more
SEC Acting Chief Accountant Paul Munter released a statement last week, Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors (the “Statement”), that is sure to become required reading for any...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 (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...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
On March 31, 2021, the SEC’s Division of Corporation Finance and Acting Chief Accountant issued separate public statements concerning Special Purpose Acquisition Companies (“SPACs”). In these recent statements, the SEC is...more