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Financial Statements Audits Securities and Exchange Commission (SEC)

Dorsey & Whitney LLP

The Perils of Finder’s Fees (Revisited)

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Way back in 2017, one of our earliest posts discussed the legal and financial risks to both the issuer and the finder if an issuer pays a finder’s fee in connection with a sale of securities in the United States, and the...more

Troutman Pepper

PCAOB's NOCLAR Proposal in the Hot Seat

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On March 6, the Public Company Accounting Oversight Board (PCAOB) held a virtual roundtable to discuss its June 6, 2023 proposed rule: Amendments to PCAOB Auditing Standards Related to a Company’s Non-Compliance with Laws and...more

Latham & Watkins LLP

SEC Adopts Climate-Related Disclosure Rules

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On March 6,2024, in a 3-2 vote, the US Securities and Exchange Commission adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports....more

Cooley LLP

SEC Chief Accountant has some thoughts about the statement of cash flows

Cooley LLP on

The SEC’s Office of Chief Accountant appears to be taking a hard look these days at statements of cash flows. In “The Statement of Cash Flows: Improving the Quality of Cash Flow Information Provided to Investors,” SEC Chief...more

Goodwin

SEC Sends Second Message to Private-Fund Sponsors on Audit Obligations Under Custody Rule Through Enforcement Actions

Goodwin on

On September 5, 2023, almost one year since its first flurry of similar Custody Rule actions,  the SEC announced settlements with five SEC-registered investment advisers to private funds with respect to alleged violations of...more

Holland & Hart LLP

New SEC Rules Enhance Regulation of Private Fund Advisers

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Recently, the Securities and Exchange Commission (the “SEC”) adopted much anticipated rules under the Investment Advisers Act of 1940 (the “Advisers Act”) aimed at (i) bolstering the regulation of private fund advisers and...more

Freiberger Haber LLP

Securities Act Claims Dismissed as Time-Barred and Otherwise Insufficient

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On March 20, 2018, the United States Supreme Court decided Cyan, Inc. v. Beaver County Employees Retirement Fund, in which it unanimously held that the Securities Litigation Uniform Standards Act of 1998 does not strip state...more

Kohrman Jackson & Krantz LLP

SEC Increases Oversight of Investment Advisers to Private Equity Funds and Hedge Funds with New Rules

SEC APPROVES NEW RULES IMPACTING INVESTMENT ADVISERS AND FUNDS - On Wednesday, August 23, 2023, the Securities and Exchange Commission (SEC) voted 3-2 along party lines to approve new rules and rule amendments under the...more

Eversheds Sutherland (US) LLP

SEC seeks to finalize highly controversial private fund adviser ruleset - What we are looking out for

The US Securities and Exchange Commission (SEC) is holding an open meeting this Wednesday, August 23, to consider whether to adopt proposed rules under the Investment Advisers Act of 1940 that, if adopted as proposed, would...more

Troutman Pepper

PCAOB Proposes Massive Expansion of the Auditor's Role

Troutman Pepper on

On June 3, the Public Company Accounting Oversight Board (PCAOB) proposed sweeping new auditing standards (PCAOB Release No. 2023-003) that would require auditors to consider a company’s noncompliance with laws and...more

Brownstein Hyatt Farber Schreck

PCAOB Standards Amendments Could Increase Auditor Responsibilities

In early June, the Public Company Accounting Oversight Board (“PCAOB” or “the Board”) proposed comprehensive amendments that impact how auditors consider noncompliance with laws and regulations, creating the possibility of a...more

Cooley LLP

SEC Chief Accountant has advice for audit committees on lead auditors’ use of other auditors

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In this new statement, SEC Chief Accountant Paul Munter—no longer “acting” Chief, he got the job—discusses some of the issues arising out of the increased use by lead auditors of other accounting firms and individual...more

Cooley LLP

What happened with financial restatements in 2021?

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Audit Analytics has just posted its 2021 annual review of financial restatements, which this year covered a 21-year period. The review showed a 289% increase in the number of restatements to 1470, the highest level of...more

Cozen O'Connor

SEC Proposes Extensive New Regulations for Private Fund Advisers

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In an extensive release,1 the U.S. Securities and Exchange Commission (SEC), proposed new and amended rules (collectively, the Proposed Rules) under the Investment Advisers Act of 1940 (the Act) that would impose specific...more

WilmerHale

SEC OCA Waves Big Red Flag About “Little R” Restatements

WilmerHale on

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

Holland & Hart LLP

Proposed Reforms to Private Fund Adviser Regulation

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On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) proposed changes to the rules governing advisers to private funds. If adopted, the rules would constitute a sweeping change to the regulatory...more

McDermott Will & Emery

SEC Proposes New Rules for Private Fund Advisers

McDermott Will & Emery on

US Securities and Exchange Commission (SEC) Chairman Gary Gensler has ramped up an aggressive regulatory agenda that zeroes in on advisers to private funds. On February 9, 2022, the SEC commissioners approved several proposed...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2022 Edition

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The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s Guide...more

Cooley LLP

More SPAC restatements on the way?

Cooley LLP on

It’s been weeks since the SEC last took SPACs to task! According to Bloomberg, the SEC is now requiring many SPACs to “Big R” restate their financial statements because they tripped over the classification of certain shares...more

WilmerHale

Update on Recent Developments Ahead of FY21 Reporting Season

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As year-end fast approaches, there has been no shortage of regulatory developments relevant to the upcoming financial reporting season. Several of these developments are summarized below....more

Skadden, Arps, Slate, Meagher & Flom LLP

Holding Foreign Companies Accountable Act Poised To Be Signed Into Law

On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (Act). The Act is identical to the bill the U.S. Senate passed in May 2020. Most significantly, the Act requires...more

Ballard Spahr LLP

GC Insights: SEC Office of Chief Accountant Issues Statement Reminding Management, Auditors, and Audit Committees of Continued...

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The Securities and Exchange Commission (SEC) issued a Statement of the Chief Accountant of the SEC, Sagar Teotia, outlining activities and concerns of the Office of the Chief Accountant (OCA) in responding to the impacts of...more

Hogan Lovells

Global Accountants’ Liability Update – May 2020

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Recent court decisions - Germany - Cum/Ex-trades spark litigation - So called Cum/Ex-trades have become one of the hottest legal topics in Germany. A flood of claims dealing with those trades has reached German...more

Bracewell LLP

SEC Adopts Amendments to Improve Financial Disclosures related to Acquisitions and Dispositions of Businesses, Update “Significant...

Bracewell LLP on

On May 21, 2020, the Securities and Exchange Commission adopted amendments to the rules that govern the financial disclosures registrants must make upon the acquisition or disposition of certain businesses. The Commission...more

White & Case LLP

COVID-19 and your deal: Considerations for underwriters in the COVID-19 environment

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COVID-19 presents novel issues for underwriters, who are grappling with the need to support their clients accessing funding and also maintain disclosure standards and manage their risk when the typical tools that they use to...more

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