How Has the “Salman” Decision Changed Insider Trading Law?

Insider Trading Law 2017

Chair: David I. Miller – Morgan, Lewis & Bockius LLP

In recent years, insider trading has been a critical area of criminal and civil enforcement, and it will likely remain so for some time to come. The Supreme Court issued its first insider trading opinion in nearly twenty years in the Salman appeal. Salman is significant and may assist the government in its ongoing insider trading enforcement efforts. Don’t miss out on this highly topical program where our experienced faculty will address the change in law, current and future areas of enforcement, and best compliance practices to prevent insider trading.

New York City and Live Webcast – July 21, 2017, 9:00 a.m. – 12:30 p.m. ET

Groupcast Locations: Atlanta, Boston, Cleveland, Indianapolis, Philadelphia, Pittsburgh and Mechanicsburg – July 21, 2017, 9:00 a.m. – 12:30 p.m. ET

Nashville – July 21, 2017, 8:00 – 11:30 a.m. CT

Key Topics Will Include:

  • The law of insider trading
  • Implications of Salman, Newman, and other recent decisions
  • The re-argument of the Martoma case
  • Best compliance practices and avoiding enforcement actions
  • Key strategies in defending criminal and civil insider trading actions
  • Current and future criminal and civil enforcement priorities for insider trading cases

Credit Information: CLE, CPE, CFE Fraud and CPD

Register Today!

Whither the Auditor’s Report?

By: George M. Wilson & Carol A. Stacey

 

Would you expect to find this language in an auditor’s report?

“We performed a full scope audit on seven components representing 99% of the Group’s revenue, 90% of the Group’s profit before tax and 90% of the Group’s net assets.

 

During our first year as auditor of the Group, we visited all significant locations. For our second year, we have implemented a rotational approach to these visits.”

Or how about a discussion of materiality such as this?

“We determined materiality for the Group to be £30 million.

We reported all audit differences in excess of £1 million.

 

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced.”

This language may sound like it is from the auditor’s internal conclusion memoranda, but in fact it is from the Deloitte report on the 2016 financial statements of an English company, Marks and Spencer.

Their annual report contains the expanded auditor’s report now required by UK Auditing Standards. The report is on pages 78 to 85 (Yes, it is that long!). It also enumerates several “Key Audit Matters”, describing how each such issue was dealt with in the audit.

While this might seem like an extreme example, there has been movement in international audit standard setting towards more tailored, descriptive audit reports. Here in the US the PCAOB began consideration of changes to the auditor’s report over 7 years ago.

In a May 24, 2017 news release the PCAOB announced that on June 1, 2017 they will consider adopting a new Standard on the auditor’s report. The proposal would eliminate the existing standardized form auditor’s report and replace it with a more tailored report which would include discussion of audit specific issues such as “Critical Audit Matters”. Also to be considered at the meeting are new standards about auditing estimates and using the work of specialists.

You can read about the auditor’s report project and review the most recent proposed version of the standard here.

 

As always, your thoughts and comments are welcome!

Do you represent a public company?

SEC Reporting and Practice Skills Workshop for
Lawyers 2017

Hone your SEC reporting skills at this interactive Workshop designed specifically for lawyers. Attendees will build the foundational knowledge and practical experience necessary to prepare and review the SEC’s periodic and current reporting forms. Learn the structure and details of Forms 10-K, 10-Q, and 8-K, with particular emphasis on challenging and complex disclosures and how to effectively use the SEC’s guidance. This definitive course is perfect for beginners or as a refresher for experienced SEC reporting professionals.

Key Topics Will Include:

  • Key disclosures and issues in Forms 10-K, 10-Q, and 8-K, and the proxy statement
  • All-important sources of SEC reporting rules and guidance, including Regulations S-X and S-K, and the Staff Accounting and Staff Legal Bulletins
  • How to communicate with the public within the constraints of the SEC’s rules
  • How to ensure compliance by executives with Section 16 reporting
  • Latest developments, including the Dodd-Frank pay ratio and pay vs. performance disclosures

What You Should Bring:

Bring your company’s or a client’s most recent public disclosures: 10-K, 10-Q, recent 8-K and one or more press releases. If you work with a private company, filings from a company in the same industry are a reasonable alternative

Dates & Locations:

June 29-30: New York City

October 2-3: Dallas/Grapevine

October 26-27: Chicago

Register Now!

http://www.pli.edu/Content/SEC_Reporting_and_Practice_Skills_Workshop/_/N-1z10odhZ4k?ID=290518

 

Demystifying Alternative Financing Solutions for Emerging and Growing Companies

Auditors and Financial Officers of companies who raise capital with complex financial instruments often find themselves drowning in convoluted accounting issues and restatements. Avoid the confusion by attending the live workshop, Debt vs. Equity Accounting for Complex Financial Instruments being held May 25th in New York City and June 23rd in San Francisco. Through a detailed review of the accounting literature and numerous examples and case studies this Workshop will help you build the knowledge and experience to appropriately recognize, initially record and subsequently account for these complex financing tools

http://www.pli.edu/Content/Debt_vs_Equity_Accounting_for_Complex_Financial/_/N-1z10odmZ4k?ID=290521&t=WLH7_PDAD

Challenging Accounting Judgments, Principles Based Standards and ICFR

By: George M. Wilson & Carol A. Stacey

As you have undoubtedly heard from a variety of sources (including this post we made last December), the new revenue recognition, financial instruments impairment and lease standards all involve many new and sometimes complex accounting judgments and estimates.

 

Issues ranging from how to estimate current expected credit losses to what is stand-alone selling price confront us with new, difficult, and subjective judgment calls.

 

Even the Chief Accountant has discussed this issue in a recent speech, which we discussed in our blog. In his remarks, the Chief Accountant focused on ICFR, specifically mentioning:

 

“Having the requisite skills in the accounting and financial reporting area to make the many new, complex judgements required by these standards, and

 

Setting an appropriate tone at the top to assure these judgments are made in a reasonable, consistent and appropriate manner.”

 

To help us all deal with these challenges the Anti-Fraud Collaboration, a group made up of the Center For Audit Quality, FEI, NACD and IIA, has issued a report titled “Addressing Challenges for Highly Subjective and Complex Accounting Areas”.

 

This report is built on a foundation of detailed analysis of several SEC and PCAOB enforcement cases, a webcast and two workshops. The report has a robust discussion of several of the issues underlying these enforcement cases. One important conclusion drawn from this work is that a lack of controls surrounding subjective and complex accounting judgments is frequently a root cause underlying reporting problems. Based on this conclusion, the report includes a discussion of ways to help establish appropriate controls for such estimates and judgments. In fact, one of the enumerated objectives of the report is to:

 

“Facilitate a robust discussion about accounting policy, centering on highly subjective and complex accounting areas, and the design and operating effectiveness of ICFR”

In the report, there are several insights into ICFR issues surrounding complex judgments. For example:

 

Difficult Accounting Issues

 

Three accounting issues were problematic for companies under investigation: revenue recognition, loan impairment, and valuation. Both highly subjective and complex, these three areas were under stress during the financial crisis and therefore more prone to manipulation or error. The analysis of the AAERs also highlighted issues with the accounting policies pertaining to these areas. In the enforcement actions studied, the SEC cited that the companies either did not have an adequate accounting policy or procedure for the issue being investigated; the company was non-compliant with their existing policy or procedure; or that management acted to override the company’s accounting policy.

 

 

The report goes on to state:

 

For all members of the financial reporting supply chain, the importance of tone at the top cannot be overstated. In most cases of alleged financial fraud, the SEC names the CEO and/or the CFO in the complaint. Commission staff noted that the driver of earnings management—the catalyst for most fraud cases—is often top management, such that the focus on the CEO and CFO is not surprising. In cases the PCAOB has brought against individual auditors, it is usually the lead audit engagement partner or other senior members of an audit engagement team who are disciplined.

 

 

Hopefully, as you think about the design of ICFR over the new estimates and judgments required to implement the revenue recognition, lease and financial instrument impairment standards, you will find some helpful ideas in this report.

 

As always, your thoughts and comments are welcome!

 

 

Projects, Pronouncements and Developments Affecting Your SEC Reporting

How do the latest SEC, EITF, PCAOB and FASB updates affect your reporting? Attend FASB, SEC and PCAOB Update for SEC Reporting Professionals Workshop being held June 12th in Orlando. Get up to date in-depth information on all the latest developments and practical tips on applying existing financial reporting requirements, including pushdown accounting, debt issuance costs and commitment fees, discontinued operations and dispositions, segment reporting and goodwill impairment.

http://www.pli.edu/Content/FASB_SEC_and_PCAOB_Update_for_SEC_Reporting/_/N-1z10odqZ4k?ID=290525

But Wait … there’s More!

By: George M. Wilson & Carol A. Stacey

If the words above seem to be “borrowed”, they are. Their source is the iconic Ron Popeil, founder of Ronco. From the Veg-o-Matic to the Beef Jerky Machine, and all the creative products in between, it is hard to find a person who does not know of Ronco products.

 

In this “deal”, the “more” that Ron Popeil always promises is that Ronco is in the process of selling stock. Hoping to raise as much as $30,000,000, the Company is using Tier 2 of Regulation A and has a Form 1-A available to view on its website.

 

This is an interesting example of the Reg A process.

 

But wait ….. for there’s more – You can also order a Deluxe Veg-o-Matic on the same web page!

 

As always, your thoughts and comments are welcome!

Broker – Dealer Regulation Update

By: George M. Wilson & Carol A. Stacey

The pace of change challenged many broker-dealers and their auditors when the PCAOB became the standard setter for audits of broker-dealers. This is illustrated by the topics addressed in this PCAOB “Annual Report on the Interim Inspection Program”. Problems were found in areas including independence rules, auditing revenue recognition and auditing the Net Capital Rule.

 

To help broker-dealers and their auditors and attorneys keep up to date with this complex regulatory landscape we are offering our Fundamentals of Broker-Dealer Regulation program on July 17, 2017. The program will be presented in New York at our PLI Center. It will be webcast and groupcasts are available in several locations.

 

This program will help you build a solid foundation in the regulatory regime applying to broker-dealers, including what to expect next regarding broker-dealer regulation.  You will learn how the Securities Exchange Act of 1934, FINRA rules and state securities laws interact in governing the brokerage industry.

 

Significant focus will also be placed on recent exam and regulatory enforcement activity by the SEC, FINRA, and the states and about how broker-dealers are responding to these developments and the challenges ahead for the industry.

 

As always, your thoughts and comments are welcome!

Audit Committees and Financial Reporting 2017: Recent Developments and Current Issues

Audit Committees and Financial Reporting 2017: Recent Developments and Current Issues

Co-Chairs: Catherine L. Bromilow – Partner, Governance Insights Center, PwC Linda L. Griggs – Consultant John F. Olson – Gibson, Dunn & Crutcher LLP

If you are a director or a member of an audit committee, or if you advise audit committees, this program will help you understand the responsibilities of the audit committee, and of those who advise them. You will hear from an expert faculty of public company directors and audit committee members, lawyers and CPAs who advise audit committees, as well as government regulators who oversee the audit and financial reporting processes. Each panel will offer practical advice based on real-world examples to give you the information and tools you need to successfully perform and meet the many challenges facing audit committees and boards today.

“Great panelists!” – 2016 Attendee

“I thought the program was very informative, and timely.” – 2016 Attendee

New York City and Live Webcast – June 12, 2017

Groupcast Locations: Atlanta, Boston, Cleveland, Philadelphia, Pittsburgh and Mechanicsburg – June 12, 2017

Key Topics Will Include:

  • The most important developments in the past year for audit committees, including SEC and PCAOB developments
  • Implications of the Trump administration on regulations implementing Dodd-Frank
  • Key accounting developments: important changes and GAAP/IFRS convergence update
  • How to build and maintain strong compliance programs
  • Ethical issues arising when advising audit committees

Special Feature:

  • Up to one hour of Ethics CLE Credit

Credit Information: CLE, CPE, CPD and CFE Credit