Audit, Compliance and Risk Blog

SEC Proposes Crowdfunding Rules for Private Securities Offerings

Posted by Jon Elliott on Wed, Nov 06, 2013

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Tags: Corporate Governance, Business & Legal, SEC, JOBS Act

Knight Capital Pays $12 Million for SEC Violations

Posted by Viola Funk on Thu, Oct 31, 2013

In the wake of a Securities and Exchange Commission (SEC) investigation, Knight Capital Americas LLC has agreed to pay a $12 million penalty for violating the SEC’s market access rule. On August 1, 2012, Knight Capital’s automated equity router incorrectly sent 4 million orders into the market in the first 45 minutes of trading while attempting to fill a mere 212 customer orders. Stock prices of nearly 150 companies listed on the NYSE were severely disrupted, and Knight Capital’s stock price collapsed. SEC sleuthing revealed that the glitch was the result of deploying new code in an old, compromised router.

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Tags: Corporate Governance, Business & Legal, SEC

Workplace Bullying and Harassment: New Rules for British Columbia

Posted by Jon Elliott on Mon, Oct 28, 2013

Workers throughout the United States and Canada are protected by occupational health and safety laws, administered by federal, and state or provincial worker safety agencies—such as the U.S. Occupational Safety and Health Administration and the Workers' Compensation Board of British Columbia (WorkSafeBC). Most of these agencies recognize workplace violence as a potential hazard, although regulatory requirements associated with this hazard vary considerably among jurisdictions. Effective November 1, 2013, British Columbia supplements its longstanding workplace violence prevention requirements with requirements for "all reasonable steps to prevent where possible, or otherwise minimize, workplace bullying and harassment." BC provides separate, complementary rules for:

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Tags: Corporate Governance, Business & Legal, Employer Best Practices, Employee Rights, Training, Workplace violence, Canadian

SEC Proposes Controversial Pay Ratio Reporting Requirements

Posted by Jon Elliott on Mon, Oct 07, 2013

On September 18 the Securities and Exchange Commission (SEC) proposed to require public companies to calculate and disclose the pay ratio between their principal executive officer (PEO) and other employees:

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Tags: Corporate Governance, Business & Legal, SEC, Accounting & Tax

Insurance Archaeology: Do You Know Where Your Policies Are?

Posted by Viola Funk on Fri, Oct 04, 2013

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Tags: Corporate Governance, Business & Legal, Insurance, Insurance Claims

CEO/Worker Pay Ratio—SEC Proposes Controversial and Costly Statistic

Posted by Ron Pippin on Wed, Oct 02, 2013

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Tags: Corporate Governance, SEC, Accounting & Tax, Accountants

Directors' & Officers' Liability: Delaware's "Entire Fairness" Test

Posted by Jon Elliott on Mon, Sep 09, 2013

Directors and officers owe formal duties to their corporations and shareholders, commonly called “fiduciary duties” from the Latin root words for “trust.”  These duties developed over centuries of common law, and now appear in state corporation codes.  Most interpretations of these duties and how to meet them actually appear in court decisions, arising in cases where aggrieved shareholders sue claiming that a company’s directors and/or officers have breached one or more of these duties.

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Tags: Corporate Governance, Business & Legal, SEC, SOX

Significant New Auditing Standards—Part 2, Tenure/Other Information

Posted by Ron Pippin on Wed, Aug 28, 2013

This is the second of a two-part discussion on the August 13, 2013, the Public Company Accounting Oversight Board (PCAOB) proposal that would result in two new auditing standards. In the first article, I discussed the proposed concept of “critical audit matters” or CAMs. In this article, I discuss the proposed requirements to disclose how long the auditor has been auditing the company and to provide some assurance on “other information” that a registrant must file in an annual filing with the Securities and Exchange Commission (SEC). I conclude this article with some summary thoughts.

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Tags: Corporate Governance, Business & Legal, SEC, Accounting & Tax, Audit Standards, Accountants

Recent OSHA Updates

Posted by Viola Funk on Mon, Aug 26, 2013

OSHA Expands Exemption for Digger Derricks Used in Construction Work

On May 29, the Occupational Safety and Health Administration (OSHA) issued a final rule that revises the regulations for cranes and derricks used in construction. These amendments expand the digger-derrick exemption to include all digger derricks used in construction work subject to 29 CFR1926 subpart V, Power Transmission and Distribution. A digger derrick (also called a radial boom derrick) is a specialized type of equipment designed to install utility poles. This revision removes from coverage under 29 CFR 1926 subpart CC certain types of non-pole digger-derrick work described by Edison Electrical Institute. OSHA also made several minor clarifications to the text of the exemption.

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Tags: Corporate Governance, Employer Best Practices, Health & Safety, OSHA, Employee Rights, Training, EHS

Significant New Auditing Standards—Part 1, Critical Audit Matters

Posted by Ron Pippin on Fri, Aug 23, 2013

On August 13, 2013, the Public Company Accounting Oversight Board (PCAOB) issued a lengthy, 294-page proposal that would create two new auditing standards and amend several existing rules. If finalized, it will likely increase the work load of auditors. Presumably, the PCAOB proposed these rules, not to “help” the pocketbooks of auditors but rather to provide more useful information to investors. Much of this proposal resulted from feedback the PCAOB received on its June 21, 2011, “concept release” on possible changes to the auditor’s reporting model. The PCAOB has now answered my question from a prior blog article, “Where Is the Regulator of Auditors of Public Companies?"

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Tags: Corporate Governance, Business & Legal, SEC, Accounting & Tax, Audit Standards, Accountants