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Accounting Research Manager®
Weekly Summary of Developments
ARM Weekly Summary May 14-18, 2012
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Accounting Research Manager subscriber,
The Accounting Research Manager database now
contains this week's weekly summary of developments. Click the link below to
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ACCOUNTING AND SEC HEADLINES:
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JOBS Act -- SEC Staff Updates Guidance for
Confidential Review Under the JOBS Act
The SEC Division of Corporation Finance (Corp Fin)
has issued the following guidance:
“Division update regarding submission of draft
registration statements for confidential review under the JOBS Act and
non-public review under the Division’s policy for certain foreign private
issuers” and; For detail, please contact info@hkcmcpa.us
“Instructions for Submitting Draft Registration
Statements for Confidential/Non-public Review.
For detail, please contact info@hkcmcpa.us
These documents
represent updated guidance regarding confidential submissions under the
“Jumpstart Our Business Startups Act” (JOBS Act) and supersedes guidance and procedures included in “Division announcement regarding
confidential submission of draft registration statements under the Jumpstart
Our Business Startups Act.”
The JOBS Act was signed into law on April 5, 2012,
and is intended to increase American job creation and economic growth by
improving access to the public capital markets for emerging growth companies.
Among other things, the JOBS Act amends the Securities Act of 1933 (Securities
Act) to include a new Section 6(e) that provides for the confidential
submission of registration statements for review. Under Section 6(e), an
emerging growth company may confidentially submit to the SEC a draft registration
statement for confidential, non-public review prior to public filing, provided
that the initial confidential submission and all amendments thereto are
publicly filed not later than 21 days before the date on which the issuer
conducts a road show, as defined by the Securities Act. The above guidance
provides specific procedures for submitting draft registration statements
confidentially pursuant to the JOBS Act or for non-public review under an
existing Corp Fin policy for certain foreign private issuers.
Crowdfunding -- SEC Staff Provides Guidance on Crowdfunding
Under the JOBS Act
For detail, please contact info@hkcmcpa.us
The SEC Division of Trading and Markets has issued,
“Jumpstart Our Business Startups Act Frequently Asked Questions About Crowdfunding
Intermediaries.” This document includes frequently asked questions (FAQs)
addressing the crowdfunding intermediary provisions
in Title III of the JOBS Act.
It is important to note that the JOBS Act requires
the SEC to adopt rules to implement an exemption that will allow crowdfunding. Until those rules are adopted, issuers are
reminded that any offers or sales of securities purporting to rely on the crowdfunding exemption would be unlawful under the federal
securities laws. The JOBS Act requires the SEC to enact the crowdfunding
rules not later than 270 days after its enactment, which was on April 5, 2012.
Hedge Accounting -- SEC Staff Issues Letter to
Industry on Hedge Accounting
For detail, please contact info@hkcmcpa.us
The Office of the Chief Accountant (OCA) of the SEC
has publicly released a letter sent to Dan Palomaki,
chairman of the Accounting Policy Committee of the International Swaps and
Derivatives Association. The letter was issued by OCA to address issues
resulting from Title VII of the Dodd-Frank Act which provides for a new
framework for regulatory and supervisory oversight of the over-the-counter
(OTC) derivatives market. This new framework could result in a change in the counterparties
to the contract (a novation).
The letter provides views of OCA regarding the
accounting impact under U.S. GAAP, if any, of a novation of a bilateral OTC
derivative contract to a central counterparty "on the same financial
terms." Specifically, the letter provides guidance on whether the novation
of a derivative contract (that has been designated as an accounting hedge) to a
central counterparty would result in the termination of the original derivative
contract and associated hedge relationship, such that the use of hedge
accounting subsequent to novation would require the designation of a new
hedging relationship.
The letter provides that OCA would not object to a
conclusion for accounting purposes that the original derivative contract has
not been terminated and replaced with a new derivative contract. In certain
circumstances specified in the letter, the OCA would also not object to the
continuation of existing hedging relationships when there is a novation of a
derivative contract to effect a change in counterparties to the underlying
contract, provided that other terms of the contract have not been changed.
The letter also indicates that OCA has requested
that the FASB consider the accounting for a change in counterparties when a
derivative contract is designated as a hedging instrument in a hedge
relationship as a part of their existing project on financial instruments.
Some of the documents listed above may not be
accessible under your current subscription. For information about upgrading
your subscription to include additional content, click here:
For detail, please contact info@hkcmcpa.us
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AUDITING AND INTERNAL CONTROLS HEADLINES:
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Nontraditional Engagements -- New Edition of
Knowledge-Based Nontraditional Engagements Published
For detail, please contact info@hkcmcpa.us
We have published the 2012-2013 edition
of Knowledge-Based Nontraditional Engagements. The publication is organized
into 16 chapters that provide complete and concise guidance on conducting: (1)
examination-level, (2) review-level, (3) compilation-level, and (4) agreed-upon
procedures attestation engagements over both financial and non-financial
information, as well as certain consulting services engagements. This edition
of the publication reflects comprehensive coverage of current authoritative
literature, including the following:
-AICPA Statement on Standards for Attestation
Engagements (SSAE) No. 16, Reporting on Controls at a Service Organization;
-SSAE No. 17, Reporting on
Compiled Prospective Financial Statements When the Practitioner’s Independence
Is Impaired;
-SSAE Interpretation No. 8 of AT 101, Including a
Description of Tests of Controls or Other Procedures, and the Results Thereof,
in an Examination Report; and
-2011 Revision to Government Auditing Standards
(Yellow Book).
-See our Literature Update for complete details.
Public Entities -- New Edition of Knowledge-Based
Audits of Public Entities Published
For detail, please contact info@hkcmcpa.us
We have updated Knowledge-Based Audits of Public
Entities. This publication is designed to help the auditor efficiently and
effectively perform financial statement audits of commercial domestic entities,
registered with the SEC, in accordance with the standards of the PCAOB. This
publication features various audit efficiency, effectiveness, and cost-saving
measures and numerous practice aids-checklists, questionnaires, workpapers, sample correspondence, and sample auditor’s
reports-to take the practitioner through an engagement from the initial
evaluation of a client to the issuance of the auditor’s report on the client’s
internal controls over financial reporting and the financial statements.
This edition of the publication includes revisions
and updates to reflect current authoritative literature, including FASB
Accounting Standards Update No. 2011-12, Comprehensive Income (Topic 220), and
is current through standards and rules issued and approved through January
2012.
See our Literature Update for complete details.
Some of the documents listed above may not be
accessible under your current subscription. For information about upgrading
your subscription to include additional content, click here:
For detail, please contact info@hkcmcpa.us
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GOVERNMENT HEADLINES:
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GASB Report Issued -- GASB Hierarchy Project
Discussed
For detail, please contact info@hkcmcpa.us
The April 2012 edition of the "GASB
Report" has been issued and includes the following discussion items:
-GASB calendar;
-GAAP Hierarchy project added to current technical
agenda;
-Summary of recent GASB meetings; and
-Who's who at the GASB.
Some of the documents listed above may not be
accessible under your current subscription. For information about upgrading
your subscription to include additional content, click here:
For detail, please contact info@hkcmcpa.us