On May 7, 2013, the Public Company Accounting Oversight Board (PCAOB) reproposed an auditing standard, Related Parties, as well as amendments to
The SEC Division of Corporation Finance recently provided guidance on its filing review and comment letter process.
On November 5, 2012, the Delaware Chancery Court issued an opinion in Rich v. Fuqi International, Inc., C.A. No. 5653-VCG (Del. Ch. Nov. 5, 2012) reaffirming the requirement under Section 211 of the Delaware General Corporation Law for Delaware corporations to hold an annual meeting of stockholders for the election of directors, regardless of arguably conflicting provisions of the federal securities laws.
Both the Sarbanes-Oxley Act and the Dodd-Frank Act contain compensation clawback provisions.
Under Sarbanes-Oxley, public company auditors are required to be registered with the Public Company Accounting Oversight Board.
On April 20, 2012, the SEC issued CF Disclosure Guidance: Topic No. 5, providing examples of comments it may issue to smaller financial institutions on Management’s Discussion and Analysis and accounting policy disclosures related to asset quality and loan accounting issues (for example, allowance for loan losses, charge-off and nonaccrual policies, commercial real estate loans, loans measured for impairment based on collateral value, credit risk concentrations, troubled debt restructurings and modifications, and other real estate owned).
In a number of recent comment letters, the SEC has focused on companies’ discussions of their critical accounting policies in Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
At the 2011 annual meeting of the Association of Audit Committee Members, Daniel Goelzer, Esquire, a founding member of the Public Company Accounting Oversight Board (PCAOB), a former acting PCAOB chair and currently a PCAOB board member, spoke on: “What Audit Committees Should Know about the Work of the PCAOB.”
At the end of 2010, the SEC made clear that reporting companies’ loss contingency disclosures in periodic reports would be an area of focus.
On September 13, 2011, the SEC announced that it had formed the Advisory Committee on Small and Emerging Companies.