January 5, 2012

AICPA Conference: Notes and Corp Fin Presentations

As it typically does, the SEC has posted these speeches and PowerPoint presentations used by its Staffers during last month’s annual AICPA Conference:

Chief Accountant James Kroeker on IFRS convergence, audit quality and auditor oversight

Deputy Chief Accountant Paul Beswick on IFRS and valuation profession

Deputy Chief Accountant Brian Croteau on global audit considerations, root causes of audit deficiencies and importance of inspection feedback

Professional Accounting Fellow Jason Plourde on pricing service information in informing fair value measurements and disclosure

Professional Accounting Fellow Christian Peo on COSO’s internal controls project and improving audit quality

Corp Fin’s Current Developments

Corp Fin’s Gerry Laporte and Kevin Woody: Smaller Issuer Disclosure & Financial Reporting Issues

Corp Fin’s Craig Olinger and Jill Davis: International Reporting Issues

Enforcement’s Chief Accountant Howard Scheck Remarks

A few weeks ago, the PCAOB issued Staff Audit Practice Alert No. 9: “Assessing and Responding to Risk in the Current Economic Environment,” which updates Staff Audit Practice Alert No. 3 in light of current global economic conditions and recent enhancements to PCAOB standards.

Bummer: SEC Approves Bundling of IR Services for Nasdaq and NYSE

As noted in this article, the SEC has granted this order so that the Nasdaq can offer complimentary IR services worth up to $169,000 a year to newly listed companies and to those switching their listing from the NYSE. The ruling follows approval several months ago of a rule change at the NYSE allowing up to $100,000 worth of services for all Big Board-listed companies, not just new listings like the Nasdaq.

Both of these SEC rulings should prove to be formidable hurdles for “independent” providers of services, thereby diminishing innovation – and ultimately will probably result in higher prices for companies once the Nasdaq and NYSE kill off any third-party competition.

But the bigger tragedy in my opinion is the probable loss in shareholder communication quality. US companies continue to provide a limited IR web page experience for investors, mainly due to the type of woeful IR services that major providers are providing companies. Yet, the main blame lays at the feet of the many companies that simply don’t care what their IR web page looks like – or that their online SEC filings are not all that “usable.” So much for shareholder engagement.

Despite our profession being all about “disclosure,” there remains a shocking lack of knowledge about how humans “read” online in the profession – and thus few really know how documents are best written and presented online. To my knowledge, this Insights article that I wrote over a decade ago is the only one securities law piece that even uses the term “usability” despite it long being a mainstream term for those that design web sites. The SEC should be writing rules requiring a minimum experience on IR web sites and a minimum standard of usability for online proxy statements and annual reports, if not all SEC filings. Instead, the agency is approving listing standards that stifle any progress in this direction.

Mailed: November-December Issue of “The Corporate Counsel”

A few weeks ago, we mailed the November-December Issue of The Corporate Counsel and it includes pieces on:

– 2012 Proxy Season Items
– SLAB 14F–And the Shareholder Proposal Process Gets Much Simpler
– Crafting Issuer-Specific Shareholder Voting Outcome Requirements
– Late 8-K Reporting of Board’s Say-on-Pay Frequency Determination
– The Staff’s Opinions on Opinions
– The End of an Era–Confidential IPO Filings for Foreign Private Issuers
– Section 12(g) No-Action Relief for RSUs–The Windy Road from Facebook to Zynga/Twitter
– The Staff Clarifies the Rule 3-10 Consequences of Customary Subsidiary Guarantee Release Provisions

Act Now: Get this issue for free when you try a 2012 No-Risk Trial today.

– Broc Romanek