PART I: FUNDAMENTALS OF FINANCIAL DISCLOSURE
Regulatory Framework
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Federal Securities Laws
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Securities and Exchange Commission
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Securities Act Registration
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Exchange Act Registration and Reporting
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Stock Exchange Listing Requirements
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Public Company Accounting Oversight Board
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State Boards of Accountancy
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State Blue Sky Laws
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American Institute of Certified Public Accountants
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Private-Sector Gatekeepers
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Research references
Financial Reporting
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Role of financial statements
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GAAP and the FASB
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Balance sheet
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Income statement
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Statement of cash flows
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Footnotes and MD&A
Financial Statement Audits
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Audit profession
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Audit engagement
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Audit report
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Alternatives to the audit
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Attestation report on internal control over financial reporting
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Records retention
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Auditors as defendants
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Research references
International Standards
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IFRS basics
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Transition to IFRS
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U.S. GAAP reconciliation
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Auditing standards
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Research references
Electronic Filing and Interactive Data
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Filing requirements
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Hardship exemptions
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Preparing submissions
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XBRL
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Interactive data financial reporting
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Research references
Acronyms and Abbreviations
PART II: SEC REQUIREMENTS
Management’s Discussion and Analysis
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Scope of disclosure
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Focus of disclosure
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Presentation of disclosure
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Forward-looking information
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Liquidity and capital resources
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Results of operations
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Critical accounting policies and estimates
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Interim period reporting
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Liability
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Research references
Off-Balance Sheet Arrangements
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"Off-balance sheet” defined
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Disclosure threshold
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Scope of disclosure
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Tabular disclosure of contractual obligations
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Presentation of disclosure
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Foreign private issuers
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Safe harbor for forward-looking information
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Research references
Derivatives Disclosure
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Accounting policy disclosure—Rule 4-08(n)
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Quantitative disclosure about market risk—Item 305(a)
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Tabular presentation
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Sensitivity analysis
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Value at risk
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Qualitative disclosure about market risk—Item 305(b)
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Item 305 general issues
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Safe harbor protection
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Disclosure required by GAAP
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Research references
Disclosure Controls and Procedures
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Definitions
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Creating a disclosure committee
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Establishing disclosure controls and procedures
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Evaluating disclosure controls and procedures
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Liability
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Research references
Internal Control Over Financial Reporting
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Definition
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Management’s annual assessment and report
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Material weakness and significant deficiency
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Quarterly evaluations
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Framework for evaluation
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Evaluation and reporting guidance
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Auditor’s attestation
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Research references
Executive Compensation
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Officers covered by disclosure requirements
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Compensation discussion and analysis
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Compensation committee report
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Summary compensation table
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Exercises and holdings of previously awarded equity
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Post-employment compensation
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Director compensation
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Scaled disclosure for smaller reporting companies
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Form 8-k disclosure
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TARP recipients
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Research references
Certification of Reports
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Section 302 certification
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Section 906 certification
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Liability
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Research references
Pro Forma/Non GAAP Financial Information
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Circumstances requiring proforma presentations
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Regulation G—disclosure of non- GAAP financial measures
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Inclusion of non-GAAP financial measures in SEC filings
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Non-GAAP disclosure in earnings releases
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Research references
Code of Ethics
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"Code of ethics” defined
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Code of ethics disclosure
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Code changes or waiver
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Foreign private issuers
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Investment companies
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Research references
Audit Committee
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Introducing the audit committee
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Proxy statement disclosures
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Pre-filing review of quarterly financials
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Pre-approval of audit and other accounting services
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Auditor required communications with audit committee
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Attorney’s duty to report wrongdoing
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Financial expert disclosure
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Audit committees of listed companies— Rule 10A-3
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Audit committee liability
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Research references
Auditor Independence
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General standard for auditor independence
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Financial relationships
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Employment relationships
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Business relationships
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Non-audit services
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Contingent fees
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Partner rotation
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Administering the engagement
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Compensation
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Quality control system
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Communication with audit committee
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Proxy and annual report disclosure
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Enforcement
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Research references
Audit Integrity
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Falsification of accounting records
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False statements to accountants and auditors
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Improper influence on conduct of audits
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Research references
Financial Restatements
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Materiality
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Press release
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Form 8-K disclosure
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Internal investigation
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Auditor’s response to illegal acts
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Amended quarterly or annual reports
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SEC inquiries
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Disgorgement of bonuses and profits—SOX 304
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Research references
Fair Disclosure
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Regulation FD basics
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Intentional and non-intentional disclosures
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Public disclosure requirement
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Liability
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Enforcement actions
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Research references
PART III: STOCK EXCHANGE REQUIREMENTS
Role of Stock Exchanges
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Listing standards
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SRO rulefiling requirements
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Research references
New York Stock Exchange Listing Standards
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Listing and delisting
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Disclosure and reporting
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Corporate governance
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Certifications and affirmations
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Research references
Nasdaq Stock Market Listing Standards
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Corporate governance
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Audit committee
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Code of conduct
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The PORTAL Market
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Research references
PART IV: PCAOB OVERSIGHT
About the PCAOB
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Establishment and organization
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Authority
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Budget and funding
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Accounting support fee
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SEC control
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Research references
Registration and Reporting
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Definitions
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Applying for registration
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Withdrawing from registration
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Annual and special reporting
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Public availability of applications and reports
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Enforcement
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Research references
Inspections of Registered Firms
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Frequency of inspections
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Conduct of inspections
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Draft inspection report
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Final inspection report
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Addressing quality control criticisms
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SEC review
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Inspections of foreign firms
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Research references
Auditing Standards and Related Rules
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Auditing standards
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Interim standards
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Related rules
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Ethics and independence
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Contingent fees
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Tax services
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Services related to internal control
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Research references
PCAOB Investigations
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Division of Enforcement and Investigations
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Testimony and document demands
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Asserting claims of privilege
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Confidentiality
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Rights of witnesses
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Noncooperation
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Research references
PCAOB Adjudications
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Commencement of disciplinary proceedings
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Hearing officer
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Prehearing procedure
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Hearings
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Settlement
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Disciplinary sanctions
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Appeals to the Board
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SEC review
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Research references
Table of Cases
Index