TheCorporateCounsel.net

March 6, 2017

Survey Results: Management Representation Letters

Here’s the results from a recent survey on management representation letters:

1. Who signs your management representation letter:
– CEO – 85%
– CFO – 89%
– Controller – 63%
– General Counsel – 37%
– Corporate Counsel Who Heads Litigation- 0%
– Corporate Counsel Who Handles Corporate Governance & Securities – 0%

2. How many representations does your management representation letter have:
– Less than 10 – 12%
– 11-15 – 12%
– 16-20 – 8%
– More than 20 – 69%

Please take a moment to participate anonymously in this “Quick Survey on Board Minutes & Auditors” – and this “Quick Survey on Codes of Conduct.”

More on “Audit Response Letters: Confirmation.com’s Centralization”

Here’s news from WilmerHale’s Alan Wilson:

As noted in this blog by Stan Keller, the Audit Responses Committee of the ABA’s Business Law Section has engaged in discussions with Confirmation.com for a few years to avoid inconsistencies between their electronic audit request & delivery platform and the ABA’s “Statement of Policy Regarding Lawyers’ Responses to Auditors’ Requests for Information” (and to eliminate some of the issues in Confirmation.com’s standard user agreement).

In late February, the Committee issued this statement that focuses on the development of on-line platforms for the electronic transmission of audit inquiry letters from clients to their counsel – and for counsel to transmit response letters to their clients’ auditors. The statement outlines several considerations for law firms evaluating whether to use such a platform. Firms should review the terms and conditions governing use of any such platform – as well as understand such platform’s functionality and any limits that might relate to their existing audit letter processes (e.g., delivery of audit inquiry letters to individual lawyers rather than a centralized inbox).

The Committee emphasized that each firm must make their own determination whether to use the Confirmation.com or any other electronic audit letter platform. Law firms that have not received audit inquiry letters through the Confirmation.com platform may want to reach out to Confirmation.com in advance to discuss the platform and the firm’s preferences for receiving audit inquiry letters.

March-April Issue: Deal Lawyers Print Newsletter

This March-April issue of the Deal Lawyers print newsletter was just posted – & also mailed – and includes articles on (try a no-risk trial):

– The Corwin Effect: Stockholder Approval of M&A Transactions
– Disclosure in Appraisal Notices
– How to Deal with Equity Holdings During Spin-Offs
– Standards of Review: 2016 Delaware Decisions
– Special Supplement: Stock Options in M&A – Select 409A & Drafting Issues

Remember that – as a “thank you” to those that subscribe to both DealLawyers.com & our Deal Lawyers print newsletter – we are making all issues of the Deal Lawyers print newsletter available online. There is a big blue tab called “Back Issues” near the top of DealLawyers.com – 2nd from the end of the row of tabs. This tab leads to all of our issues, including the most recent one.

And a bonus is that even if only one person in your firm is a subscriber to the Deal Lawyers print newsletter, anyone who has access to DealLawyers.com will be able to gain access to the Deal Lawyers print newsletter. For example, if your firm has a firmwide license to DealLawyers.com – and only one person subscribes to the print newsletter – everybody in your firm will be able to access the online issues of the print newsletter. That is real value. Here are FAQs about the Deal Lawyers print newsletter including how to access the issues online.

Broc Romanek – still employed (but the day is young)…