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Internal Controls Financial Reporting

Latham & Watkins LLP

Key Regulatory Updates for Hong Kong Listed Companies - January/February 2024

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The updates include a report from the Stock Exchange of Hong Kong Limited on review of issuers’ annual reports, a summary of private reprimands, and disciplinary actions....more

Goodwin

The Coming Storm: Preparing for The SEC's Final Climate-Related Disclosure Rules

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On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require expansive new climate-related disclosures in Form 10-K and Form 20-F annual reports and most registration statements....more

KPMG Board Leadership Center (BLC)

Directors Quarterly: January 2024

Taking stock, looking ahead - The start of a new year is an important opportunity for boards to take a step back and reassess their agendas to help ensure that they are appropriately focused on the most critical issues for...more

Mayer Brown

HKEX Annual Review Reiterates Concerns Over Issuers' Deficiencies In Internal Controls

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The annual Hong Kong Stock Exchange (HKEX) review of Issuers’ Annual Reports (Review) for 2022 found that deficiencies in internal controls remained a common underlying reason for modification of audit opinion by auditors and...more

A&O Shearman

FRC publishes revised UK Corporate Governance Code

A&O Shearman on

On 22 January 2024, the FRC published a revised edition of the UK Corporate Governance Code (the Code). This follows on from the consultation on several important changes to the Code that it launched in May 2023 (see our...more

A&O Shearman

New UK Corporate Governance Code: carefully choreographed

A&O Shearman on

Today saw the publication by the Financial Reporting Council (FRC) of its revised corporate governance code (the Code). Whilst the updated Code contains a limited set of targeted changes, as opposed to a broader wholesale...more

Thomas Fox - Compliance Evangelist

Internal Controls

What are internal controls? The best definition I have come across is from Jonathan Marks, partner at BDO, who defined internal controls as: An internal control is an action or process of interlocking activities designed to...more

BakerHostetler

SEC Chief Accountant Warns About Need for Comprehensive Risk Assessments

BakerHostetler on

For years, regulators have emphasized that the starting point for maintaining an effective compliance program is understanding the particular risks the company faces. According to Munter, this same concept applies to...more

Cooley LLP

Are springing penalties a thing? SEC charges Plug Power with accounting, reporting and control failures

Cooley LLP on

In this Order, the SEC brought settled charges against Plug Power, Inc., a provider of green hydrogen and hydrogen-fuel-cell solutions, for financial reporting, accounting and controls failures in connection with a variety of...more

BCLP

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

BCLP on

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

A&O Shearman

FRC Consults on the UK Corporate Governance Code

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On 24 May 2023, the Financial Reporting Council ("FRC") launched a consultation on proposed revisions to the current (2018) edition UK's Corporate Governance Code (the "Consultation" and the "Code"). This follows on from the...more

J.S. Held

Forensic Accounting & Financial Investigations: The Layered Approach

J.S. Held on

Taking the Layered Approach - There’s a maxim in forensic accounting that investigations take twice as long as anticipated, yet the final report appears to have taken half the time. There are progressive layers in a...more

Ankura

Financial Reporting Council’s Annual Review of Corporate Governance Reporting: Continued Progress, but Room to Improve

Ankura on

We are experiencing a period of financial turmoil not seen for decades. At the risk of stating the obvious, the intense damage inflicted on government coffers by responding to a pandemic, coupled with the fallout from the...more

Seward & Kissel LLP

SEC Updates for the Upcoming 2022 Annual Reports on Form 10-K and Form 20-F

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The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...more

The Volkov Law Group

VMware pays SEC $8 Million for Misleading Financial Reporting

The Volkov Law Group on

The Securities and Exchange Commission’s bread-and-butter enforcement actions focus on accounting fraud.  The SEC has a long history in uncovering fraudulent financial reporting schemes.  In the early 2000s, Wall Street was...more

Fenwick & West LLP

Late-Stage GC Insights: Navigating the Road to an IPO

Fenwick & West LLP on

Fenwick corporate partner Ran Ben-Tzur recently led a small group discussion, “How can GCs identify, prepare for, and respond to pitfalls on the road to IPO?” at TechGC’s IPO Conference held in San Francisco. Below are some...more

Morgan Lewis

SEC Releases Draft Strategic Plan for Fiscal Years 2022 to 2026

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The US Securities and Exchange Commission recently released its draft Strategic Plan for fiscal years 2022 to 2026 for public comment. The Strategic Plan sets forth the following three key goals for the Securities and...more

Cadwalader, Wickersham & Taft LLP

The Government is Launching a Consultation on Reforming the UK’s Audit and Corporate Governance Regime

On 18 March 2021, the Department for Business, Energy & Industrial Strategy launched a consultation on its proposals for wide-ranging reforms to modernise the UK’s audit and corporate governance regime. The reforms proposed...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

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: 2020 Year-End Update

Jones Day on

The second half of 2020 saw U.S. Securities and Exchange Commission ("SEC") enforcement activity continue to rebound from deep uncertainty and change caused by the COVID-19 pandemic. All told, the SEC—despite a full-scale...more

Mayer Brown Free Writings + Perspectives

High Quality Financial Reporting in an Unusual Year

The Association of International Certified Professional Accountants (AICPA) hosted the 2020 AICPA Conference on Current SEC and PCAOB Developments this past week at which a number of SEC accountants participated, either...more

Mayer Brown Free Writings + Perspectives

Recent SEC Enforcement Actions Involving Accounting Misstatements and Non-GAAP Financial Measures

In July  2020, a publicly traded pharmaceutical company entered into a settlement with the Securities and Exchange Commission, without admitting or denying findings, and agreed to pay a financial penalty relating to various...more

Sullivan & Worcester

SEC Provides Additional Disclosure Considerations for Companies Impacted by Coronavirus (COVID-19) as the End of the Second...

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On June 23, 2020, the SEC issued new guidance for companies’ disclosure considerations regarding operations, liquidity and capital resources in light of COVID-19. The guidance, which largely reiterates similar themes as the...more

Mitratech Holdings, Inc

How Can CFOs Escape the Spreadsheet Spiral?

Three years on, the findings of research by FSN Modern Finance Forum, entitled The Future of Financial Reporting Survey 2017, potentially still hold true today. ...more

Stinson - Corporate & Securities Law Blog

Caremark Claim Against Audit Committee Survives Dismissal

Kandi Technologies Group, Inc. is a publicly traded Delaware corporation based in China. The Company struggled persistently with its financial reporting and internal controls, encountering particular difficulties with...more

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