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SEC Proposed Rule – Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings (70 pp) (relevancy score: 100%)

from JOBS Act: Update on Significant Staff Guidance and Rulemaking (September 6, 2012)

The proposed amendment to Rule 506 would provide that the prohibition against general solicitation and general advertising contained in Rule 502(c) of Regulation D would not apply to offers and sales of securities made pursuant to Rule 506, provided that all purchasers of the securities are accredited investors. ECONOMIC ANALYSIS A. Background and Summary of Proposed Rule and Form Amendments B. Baseline C. Eliminating the Prohibition Against General Solicitation in Rule 506 Offerings and ...

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SEC Proposes Rules to Implement Jobs Act Provision About General Solicitation and Advertising in Securities Offerings (6 pp) (relevancy score: 100%)

from JOBS Act: Update on Significant Staff Guidance and Rulemaking (September 6, 2012)

72 SEC Proposes Rules to Implement Jobs Act Provision About General Solicitation and Advertising in Securities Offerings FOR IMMEDIATE RELEASE 2012-170 Washington, D.C., Aug. 29, 2012 ­ The Securities and Exchange Commission today proposed rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings. Additional Materials Proposed Rule Submit Comments Under the proposed rules, which are mandated by the Jumpstart Our Business Startups ...

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SEC Proposes Revisions to Regulation D and Rule 144A Allowing for General Solicitation and General Advertisement (4 pp) (relevancy score: 100%)

by Martin P. Dunn
from JOBS Act: Update on Significant Staff Guidance and Rulemaking (September 6, 2012)

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SEC Proposes Rules Eliminating Prohibition Against General Solicitation and General Advertising in Certain Private Placements (6 pp) (relevancy score: 100%)

by Robert B. Robbins
from JOBS Act: Update on Significant Staff Guidance and Rulemaking (September 6, 2012)

The JOBS Act directed the Securities and Exchange Commission (SEC) to amend Rule 506 of Regulation D under the Securities Act of 1933 to permit general solicitation or general advertising in unregistered offerings made under Rule 506, provided that all purchasers of the securities are accredited investors. Reasonable Steps to Verify Accredited Investor Status The SEC noted that the purpose of the verification mandate is to address concerns, and reduce the risk, that the use of general ...

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The Jumpstart Our Business Startups (20 pp) (relevancy score: 100%)

by David M. Lynn
from JOBS Act: Update on Significant Staff Guidance and Rulemaking (September 6, 2012)

When the EGC files the registration statement, then issuer's EGC status is retained while that registration statement is "in registration" by operation of Securities Act Rule 401(a). 3. Confidential Review Process for IPO Registration Statements Title I provides that the SEC Staff must review all EGC initial public offering registration statements confidentially. The SEC Staff has indicated in its Frequently Asked Questions that if an EGC was already on file with its IPO registration ...

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Comments on SEC Regulatory Initiatives Under the JOBS Act: Title II — Access to Capital for Job Creators (8 pp) (relevancy score: 100%)

from JOBS Act: Update on Significant Staff Guidance and Rulemaking (September 6, 2012)

Comments on SEC Regulatory Initiatives Under the JOBS Act: Title II -- Access to Capital for Job Creators 108 Home | Jobs | Fast Answers | Site Map | Search Comments on SEC Regulatory Initiatives Under the JOBS Act: Title II -- Access to About the SEC Capital for Job Creators Filings & Forms Regulatory Actions Proposed Rules Submitted Comments Final Rules Interim Final Rules (Click here for meetings with SEC officials) Concept Releases Aug. 28, 2012 Mercer Bullard, President and Founder, ...

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Adopting Release for Rule 3a4-1 (16 pp) (relevancy score: 100%)

by Wayne G. Souza
from JOBS Act: Update on Significant Staff Guidance and Rulemaking (September 6, 2012)

SUMMARY: The Commission is adopting Rule 3a4-1 specifying a non-exclusive safe harbor under which persons associated with an issuer of securities who participate in sales of that issuer's securities will not be considered to be act-ing as "brokers" as that term is defined in the Securities Exchange Act of 1934. RULE 3a4-1 A. Scope of the Rule Rule 3a4-1 provides a safe harbor from broker-dealer registration for associated persons of an issuer. Paragraph (a)(3) of the Rule excludes...

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Defining the Profession's Role in the Changing Global Economy (16 pp) (relevancy score: 100%)

by John H. Eickemeyer, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

· No TimeTable For IncorporaSng IFRS Into U.S. Public Company ReporSng · July 2012 SEC Final Staff Paper: Concerns Expressed About Content and ApplicaSon of IFRS, the Role of the FASB, the Costs and Burdens of TransiSoning To IFRS and Investor Understanding of IFRS 8 · July 2012 SEC Staff Paper: No RecommendaSon For IncorporaSon of IFRS Into U.S. Public Company ReporSng · No Timetable for SEC AcSon · August 2012: AICPA Chair Says IFRS Won't Be Seen In U.S. for 5 to 6 Years "At Soonest" · So, ...

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Re-Examining the Power of Litigation Trusts (24 pp) (relevancy score: 100%)

by Veronica E. Rendon, Esquire Andrew J. Morris Caryn L. Jacobs
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

22 7 THE BASELINE: LIMITATIONS ON BANKRUPTCY TRUSTEES 8 THE BASELINE: LIMITATIONS ON BANKRUPTCY TRUSTEES Bankruptcy trustees hold some advantages in litigation: ·Fees are paid by the estate regardless of the merits of the claims. 22 LITIGATION TRUSTS IF YES: ·Trustee receives deference afforded bankruptcy trustees oIncluding relaxed pleading requirements ·But: Trustee is bound by in pari delicto ·But: Trustee cannot assert claims for creditors 30 23 LITIGATION TRUSTS IF NO: ·Trustee can ...

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U.S. Regulatory Issues for Non U.S. Accounting Firms (6 pp) (relevancy score: 100%)

by Jon Block Jonathan A. Roberts, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

45 Inspec/ons · Scope ­ SOX authorizes the PCAOB to inspect registered firms in connecKon with audit work for "issuers" and (following 2010 amendments) a firm's audit work for brokers or dealers ­ RegistraKon alone does not require inspecKon Many PCAOBregistered firms perform no issuer work and the PCAOB does not inspect those firms ­ PCAOB might also inspect other registered firms that play a role in the audit of an issuer and does annually inspect some firms in that category · ...

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Regulatory and Litigation Developments Facing International Accounting Firms (12 pp) (relevancy score: 100%)

by Michael D. Warden
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

48 2 49 BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. Regulatory and Litigation Developments Facing International Accounting Firms Thursday, September 13, 2012 Michael D. Warden ALI CLE Accountants' Liability: Litigation and Issues in the Wake of the Financial Crisis Regulatory and Litigation Developments Facing International Accounting Firms · Issues Facing Foreign Public...

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Accounting, Reporting and Auditing Update (8 pp) (relevancy score: 100%)

by John H. Eickemeyer, Esquire Vincent J. Love, CPA
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

GAAP/IFRS Private Company GAAP/IFRS-SME SAS Clarity Project Auditor Rotation Auditors' Responsibility for Detecting Fraud 62 The SEC Staff Final Report does not include any conclusions. It focuses the SEC's and the readers' attention on certain important considerations, including: ·IFRS are high quality standards in general ·Certain areas may require special accounting treatment ·There is an uneven understanding of IFRS ·The FASB or similar organization should review and indorse IFRS use in ...

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Of Horseshoe Nails and Kingdoms: Litigating Causation in Common Law Professional Negligence Cases and in Securities Class Actions (64 pp) (relevancy score: 100%)

by Amelia Toy Rudolph, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

I. COMMON LAW PROFESSIONAL NEGLIGENCE CLAIMS A. The Fundamentals 1. Causation Is an Essential Element of a Professional Negligence Claim. Causation, while enumerated as one of four essential elements of a professional negligence claim, is frequently analyzed in two components: (1) factual or "but-for" causation, also known as cause in fact, and (2) legal, or proximate, causation.1 1 Not all states embrace this two-part causation analysis. (b) Legal or Proximate Causation Proximate cause, or...

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Expert Reports and Discovery: What You Need to Know Under the Recently-Amended Federal Rules of Civil Procedure and Select State Law (26 pp) (relevancy score: 100%)

by Elizabeth Vranicar Tanis, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

C. This paper will survey the current law on expert reports, including initial, rebuttal, and supplemental reports, under Rule 26. It will also review methods by which a party can challenge a deficient report submitted by an expert. EXPERT REPORTS UNDER FEDERAL RULE OF CIVIL PROCEDURE 26 A. The Language of the Amended Rule 1. The current Rule 26(a)(2) provides as follows: (2) Disclosure of Expert Testimony. And in its rebuttal expert report, it presents expert opinions refuting the ...

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Recent SEC Accounting and Auditing Enforcement Releases (10 pp) (relevancy score: 100%)

from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

158 2 159 ALI-ABA ACCOUNTANTS' LIABILITY CONFERENCE CHICAGO, ILLINOIS MILLENNIUM KNICKERBOCKER HOTEL SEPTEMBER 13-14, 2012 RECENT SEC ACCOUNTING AND AUDITING ENFORCEMENT RELEASES © August 2012 Christian J. Mixter1 The Securities and Exchange Commission's enforcement program against accountants and auditors is tracked through the "Accounting and Auditing Enforcement Releases" or "AAERs" that the SEC posts on its Website.2 AAERs announce new injunctive and administrative enforcement actions and...

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Recent Accounting-Related SEC Actions (8 pp) (relevancy score: 100%)

by Junaid A. Zubairi
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

34-67472 Alleged Violations: 13(a), 13(b)(2)(A)­(B) of the Securities Exchange Act; 12b-20, 13a- 1, 13a-13 of the Commission's Rules of Practice. This action was brought against Aon Corporation alleging "violations of the books and records and internal controls provisions of the Foreign Corrupt Practices Act. Alleged Violations: 30(a), 13(b)(2)(A)­(B), and 13(b)(5) of the Securities Exchange Act; Rules 13a-14, 13b2-1, and 13b2-2 This action was brought against Paul W. Jennings, former ...

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Accountants Professional Liability Scorecards and Commentary (24 pp) (relevancy score: 100%)

by Mark L. Cheffers, CPA, ABV Robert J. Kueppers
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

Audit Fees & Non-Audit Fees as a Percentage of Total Fees Audit Fees 90.00% 72.88% 78.68% 79.71% 78.67% 79.55% 79.66% 80.00% 70.00% 49.54% 58.86% 60.00% 50.00% 40.00% 50.46% 41.14% 30.00% 27.12% 20.00% 21.32% 20.29% 21.33% 20.45% Non-Audit Fees 10.00% 20.34% 0.00% 2002 2003 2004 2005 2006 2007 2008 2009 Audit Fees NonAudit Fees Source: Audit Fees and Non-Audit Fees, An Eight Year Trend published May 2011 by Audit Analytics. Non-Audit Fees are the aggregate of the following fees disclosed...

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Recent PCAOB & SEC Administrative Proceedings Against Auditors (14 pp) (relevancy score: 100%)

by Scott B. Schreiber, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

200 2 201 Recent PCAOB & SEC Administrative Proceedings Against Auditors Scott B. Schreiber Arthur Luk Daniel M. Friedman1 The Sarbanes-Oxley Act of 2002 established the Public Company Accounting Oversight Board ("PCAOB" or "Board") and vested the PCAOB with the authority to maintain disciplinary proceedings, and to impose sanctions under appropriate and defined circumstances, against auditors who are found to have violated the Sarbanes-Oxley Act, the federal securities laws and/or PCAOB ...

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Practical Problems (8 pp) (relevancy score: 100%)

by Scott M. Univer, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

Social Media Policies Use of Social Media · 175 million Americans have a profile · > 50% of workers older than 55 use social media · 65% of small businesses use social media in recruiting · 83% of law enforcement professionals responding to a survey use social media in their investigations 6 218 III. Social Media Policies Misuse of Social Media 7 Image Source: http://www.christophechoo.com/guarantee-a-rich-new-year-3-hidden-ancient-fears-how-to-eliminate-them/ III. Social Media Policies ...

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Advising Smaller Accounting Firms (14 pp) (relevancy score: 100%)

by John H. Eickemeyer, Esquire Ronald S. Herzog, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

These issues include the client's assertion that it did not understand the nature and scope of the engagement, or any limitation of the engagement or the services that were being provided. As a matter of policy, an accounting firm's reports on client financial statements should be provided only to the client and should not be sent directly from the accountant to the non-client. Attorneys who review or draft engagement letters for their accounting firm clients should assure that engagement ...

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