Annual Public Company Update: SEC, PCAOB, and AICPA Developments

• Chapter 1 - SEC Final and Proposed Rules and Other Initiatives in 2008
  • Learning Objectives
  • 2007 SEC Rulemaking and Other Activity
    • Recent Personnel Changes
  • 2008 SEC Rulemaking and Other Activity
    • Overview
• Modernization of Foreign Private Issuer Rules
  • Final Rule: Foreign Issuer Reporting Enhancements (Release 33-8959)
  • Final Rule: Exemption from Registration under Section 12(g) of the Securities Exchange Act of 1934 for Foreign Private Issuers (Release 34-58465)
  • Final Rule: Commission Guidance and Revisions to the Cross-Border Tender Offer, Exchange Offer, Rights Offerings, and Business Combination Rules and Beneficial Ownership Reporting Rules for Certain Foreign Institutions (Release 33-8957)
• Final Rule: Auditor Reporting on Internal Control (Release 33-8934)
• Final Rule: Interactive Data to Improve Financial Reporting (Release 33-9002)
  • Phase-In Schedule
  • Reports Covered by the New Rules
  • Deadline for Submitting XBRL Documents
  • Information and Documents Covered by the New Rules
  • Application of Federal Securities Laws
  • Auditor and Other Third-Party Involvement with XBRL Exhibits
  • Officer Certifications and Integration of XBRL Data and Business Information Processing
  • Required Items
  • Consequences of Non-Compliance and Hardship Exemption
  • Voluntary Early Submission of XBRL Data
• Final Rule: Modernization of Oil and Gas Reporting (Release 33-8995)
  • Changes to Proved Oil and Gas Reserves
  • Unproven Reserves – Probable and Possible Reserves
  • Developed versus Undeveloped Reserves
  • Required Disclosures
  • MD&A Guidance for Companies Engaged in Oil and Gas Producing Activities
  • Conforming Changes to Form 20-F
  • Effective Date
• Final Rule: Revisions to Form S-11 to Permit Historical Incorporation by Reference (Release 33-8909)
• Final Rule – Electronic Filing and Revisions to Form D (Release 33-8891)
• Proposed Rule: Roadmap for Domestic Issuers to Prepare IFRS Financial Statements (Release 33-8982)
  • Other Areas of Consideration
  • Discussion of the Proposed Amendments
  • Industry Specific Matters
  • Application of Proposed Amendments to Exempt Offerings
  • References to FASB Pronouncements in Form 8-K
• Twenty-First Century Disclosure Initiative
• Chapter 2 - SEC Guidance
  • Learning Objectives
  • 2008 Activity
  • On the Horizon
  • Financial Reporting Manual
  • Executive Compensation Disclosure
  • SEC Staff Views
    • Impairment Issues
    • Business Combinations and Noncontrolling Interests
    • Pushdown Accounting
    • Equity Method of Accounting
    • Convertible Debt Instruments That May Be Settled in Cash upon Conversion
    • Embedded Conversion Features and Freestanding Warrants
    • Revisions to EITF Topic D-98, Classification and Measurement of Redeemable Securities
    • Evaluation of Perpetual Preferred Securities for Other-than-Temporary Impairment
    • Share-Based Payment Awards
    • Pension Accounting
    • Kick-Out Rights
    • Related Party Considerations
    • Materiality
    • Computing Significance under Rule 3-09
    • Form S-8 and Updating Requirements
    • Experts and Consents
    • MD&A – Liquidity and Capital Resources
    • Internal Control over Financial Reporting
    • Accounting Judgments
    • International
  • SEC Staff Comments at the December 2008 AICPA National Conference on Current SEC and PCAOB Developments
  • Overview of the SEC Filing Review Process
  • Small Business Compliance Guides
  • Proxy Statements Filed in Connection with the Troubled Asset Relief Program
  • Guidance for Companies Replacing Expiring Shelf Registration Statements
  • Compliance and Disclosure Interpretations
  • Advisory Committee on the Auditing Profession
  • SEC Advisory Committee on Improvements to Financial Reporting
• Chapter 3 - PCAOB Auditing Developments
  • Learning Objectives
  • 2008 PCAOB Standard-Setting and Other Audit-Related Activities
    • PCAOB Board Members
    • PCAOB Activities
  • Adopted and Proposed Standards
    • Final Standard: Auditing Standard No. 6
    • Proposed Auditing Standards
  • Staff Audit Practice Alert
    • Overall Audit Considerations
    • Auditing Fair Value Measurements
    • Auditing Accounting Estimates
    • Auditing the Adequacy of Disclosures
    • Auditor’s Consideration of Going Concern Matters
    • Additional Audit Considerations
  • Staff Views
  • The PCAOB’s Website
• Chapter 4 - Other PCAOB Activities
  • Learning Objectives
  • Report on the PCAOB’s 2004, 2005, 2006, and 2007 Inspections of Domestic Annually Inspected Firms
    • Description of Annually Inspected Firms
    • The Inspection Process
    • The Board’s Observations
    • Audit Deficiencies
    • Remediation of Quality Control Criticisms
  • Adopted Rules and Amendments
    • Ethics and Independence Rules
    • Rules for Annual and Special Reporting
    • Rules on Succeeding to the Registration Status of a Predecessor Firm
    • Rule Amendments Concerning the Timing of Certain Inspections of Non-U.S. Firms and Other Issues Relating to Inspections of Non-U.S. Firms
• Chapter 5 - Fair Value Measurements
  • Learning Objectives
  • Introduction
  • FASB Statement 157
    • Overview
    • Definition
    • Principal Market
    • Market Participants
    • Highest and Best Use (Assets) and Nonperformance Risk (Liabilities)
    • Valuation Premise
    • Fair Value at Initial Recognition
    • Valuation Techniques, Inputs, and the Fair Value Hierarchy
    • Disclosures
    • Transition
    • Matrix of Steps in Performing a Fair Value Measurement
  • SEC Guidance
    • MD&A Disclosures
    • SEC and FASB Joint Press Release
  • Determining Fair Value of a Financial Asset When the Market for That Asset Is Not Active
    • Additional Attention to Disclosures
  • Mark-to-Market Study
  • Recent and Proposed Accounting Guidance
    • Proposed FSP – Determining Whether a Market Is Not Active and a Transaction Is Not Distressed
    • Proposed FSP – Interim Disclosures about Fair Value of Financial Instruments
    • Final FSP – Employers’ Disclosures about Postretirement Benefit Plan Assets
  • Appendix I – Proprietary Matrix of Steps in Performing a Fair Value Measurement
    • Step 1: Statement 157 Summary Matrix of Basic Steps – Identify Asset or Liability Being Measured – Unit of Account
    • Step 2: Statement 157 Summary Matrix of Basic Steps – Determine the Exit Market
    • Step 3: Statement 157 Summary Matrix of Basic Steps – Identify the Market Participants in the Exit Market Identified in Step 2
    • Step 4a: Statement 157 Summary Matrix of Basic Steps – Determine the Highest and Best Use for an Asset Being Valued or Nonperformance Risk for a Liability Being Valued
    • Step 4b: Statement 157 Summary Matrix of Basic Steps – Determine the Valuation Premise (In-Use vs. In-Exchange) Based on Highest and Best Use for an Asset, Group of Assets, Reporting Unit, or Business Being Valued
    • Step 4c: Statement 157 Summary Matrix of Basic Steps – Determine the Unit of Valuation Based on the Highest and Best Use and the Valuation Premise
    • Step 5: Statement 157 Summary Matrix of Basic Steps – Determine a Value for the Unit of Valuation Based on Market Participant Assumptions and Other Market-Based Inputs, and Apply One or More Appropriate Valuation Techniques
    • Step 6: Statement 157 Summary Matrix of Basic Steps – Classify Inputs used in Step 5 as Level 1, 2, or 3, then Accordingly Classify the Fair Value Measurement in its Entirety, and Prepare Statement 157 Disclosures
• Chapter 6 - Latest Developments

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Chapter 1 - SEC Final and Proposed Rules and Other Initiatives in 2008

Learning Objectives

Become familiar with SEC final rules issued in 2008 regarding

• Amendments to enhance reporting by foreign private issuers.

• Rules that provide a one-year extension for small businesses from the auditor attestation under Section 404 of the Sarbanes-Oxley Act.

• Rules to require XBRL reporting by public companies.

• Revisions to modernize oil and gas company reporting requirements.

• Revisions to Form S-11 to permit historical incorporation by reference.

• Revisions to limited offering exemptions in Regulation D.

Become familiar with SEC proposed rules issued in 2008 regarding

• Roadmap for transition by U.S. registrants to IFRS.

Become familiar with SEC initiatives issued in 2008 regarding

• Twenty-first century disclosure initiative to rethink the way companies report and investors acquire information.

2007 SEC Rulemaking and Other Activity

Recent Personnel Changes

As of January 31, 2008, the SEC commissioners are:

• Mary L. Schapiro, Chairman - confirmed in January 2009

• Kathleen L. Casey - Commissioner since 2006

• Elisse B. Walters - Commissioner since July 2008

• Luis A. Aguilar - Commissioner since July 2008

• Troy A. Paredes - Commissioner since August 2008

Following the November 4th presidential election, the SEC announced the impending departure of several key staff members. SEC Chairman Christopher Cox, whose term expired in 2010, announced his resignation in January 2009. President Barack Obama named Mary Schapiro, chief executive of the Financial Industry Regulatory Authority, to lead the Commission. Schapiro was a former SEC commissioner under Presidents Reagan and George H.W. Bush and was appointed acting chairman of the agency under President Clinton. Ms. Schapiro's appointment was confirmed by the Senate on January 26, 2009.

The new chair will fill vacant senior-level staff positions, including the Director of the Division of Corporation Finance (Corp Fin), formerly held by John White, and the Chief Accountant, formerly held by Conrad Hewitt. James Kroeker, formerly Deputy Chief Accountant for the Office of the Chief Accountant, has been named Acting Chief Accountant and Shelley Parratt, formerly Deputy Director of Corp Fin, has been named Acting Director of Corp Fin.

2008 SEC Rulemaking and Other Activity

Overview

Use of IFRS by U.S. Companies The SEC proposed a roadmap for transitioning domestic issuers to reporting in International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The roadmap includes milestones that must be achieved before the Commission will consider requiring domestic issuers to report in IFRS. To help inform the SEC's thinking, a limited number of large U.S. issuers would be eligible to voluntarily early adopt IFRS beginning in years ending on or after December 15, 2009. In 2011, the Commission will evaluate progress toward achieving the milestones and decide whether IFRS reporting should be mandated for domestic issuers. If the decision is affirmative, domestic issuers would begin adopting IFRS in years ending on or after December 15, 2014.

Foreign Private Issuers and IFRS

The Commission adopted amendments to enhance reporting by foreign private issuers. Effective for years ending on or after December 15, 2011, annual reports on Form 20-F will be due in four months, accelerated from six months after year end. At that time, foreign private issuers that do not report in U.S. GAAP or IFRS as issued by the IASB will also be required to provide reconciliations to U.S. GAAP in accordance with Item 18 in their annual reports on Form 20-F. Similar to domestic issuers, foreign private issuers will be required to disclose information about changes in and disagreements with accountants. This change will occur in years ending on or after December 15, 2009.

Internal Control over Financial Reporting

The Commission deferred the requirement for auditors of smaller public companies to report on Internal Control over Financial Reporting (ICFR) to years ending on or after December 15, 2009. While auditor attestation on ICFR has been deferred for one year for non-accelerated filers, all public companies have been required to provide a management report on ICFR since the years ending on or after December 15, 2007. For accelerated filers that became non-accelerated based on market capitalization as of the end of the second fiscal quarter, auditor attestation on ICFR will not be required in the current fiscal year. The SEC deferred the auditor attestation requirement to provide time to study the costs and benefits of auditing and management reporting on ICFR in smaller public companies.

XBRL

SEC Chairman Christopher Cox strongly believes in the power of interactive data reporting and analysis that is based on financial statements filed in Extensible Business Reporting Language or XBRL. The Commission adopted rules that will require issuers to furnish financial statement information in XBRL. The rules require phased-in XBRL reporting over three years beginning with the largest issuers, who will begin reporting in fiscal periods ending on or after June 15, 2009.

Chairman Cox established a project called the Twenty-First Century Disclosure Initiative that is designed to determine how to move the SEC from a form-based to a company-based system of data collection. The goal is to devise an XBRL-based system in which a registrant would provide core data that it would supplement with current periodic and transactional information. In August, the SEC announced that its EDGAR database will be succeeded by the IDEA (Interactive Data Electronic Applications) database. Initially, EDGAR and IDEA will run in parallel until the XBRL-based IDEA ultimately replaces EDGAR.

Oil and Gas

On December 29, 2008, the Commission adopted revisions to modernize its oil and gas reporting disclosures. The changes are intended to provide investors with a more meaningful and comprehensive understanding of oil and gas reserves. The updated disclosure requirements are designed to align with current practices and changes in technology that have taken place in the oil and gas industry since the adoption of the original reporting requirements more than 25 years ago. Form S-11 On April 10, 2008, the Commission adopted an amendment to Form S-11 to allow incorporation by reference. Form S-11 is an S-1-like form used by real estate entities to register securities offerings. The amendment became effective on April 15, 2008.

Electronic Filing of Form D

On February 6, 2008, the Commission published final rules mandating the electronic filing of Form D, the notice form for exempt offerings made under Regulation D of the Securities Act of 1933. Registrants could voluntarily electronically file Form D during a six-month transition period beginning September 15, 2008; electronic filing become mandatory on March 16, 2009. The SEC also adopted amendments to the information requirements of Form D. The changes update, clarify and simplify the form's requirements. Electronic filing of the Form D was instituted to improve the collection of data provided in the form and make it more accessible to regulators and the public.

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