 | | SEC accounting update: A publication highlighting recent SEC accounting news and discussions | May 2012 articles:
PCAOB solicits nominations for Standing Advisory Group The PCAOB is soliciting nominations for its Standing Advisory Group (SAG) for the 2013-2015 three-year term. The deadline for submissions is Friday, June 15, 2012. The PCAOB established the SAG in 2003 to advise the PCAOB on the development of auditing and related professional practice standards. The PCAOB is seeking nominations of individuals who have expertise in accounting, auditing, corporate finance, corporate governance, or investing in public companies. Additionally, the PCAOB is seeking nominations of individuals with experience related to auditing or financial reporting related to broker-dealers and smaller public companies. The SAG provides input and advice to the PCAOB on a wide array of topics related to its standard-setting activities including auditing in the current economic environment, potential changes to the auditor's report, and issues related to going concern. The SAG currently has 42 members, with 14 members' terms expiring in 2012. Nominations, including self-nominations, are sought annually, and may be submitted by any person or organization. Appointments will be announced in November 2012, and the new terms begin in January 2013. Membership in the SAG is personal to the member, and the duties and responsibilities cannot be delegated to others. In addition, members are subject to certain sections of the PCAOB's Ethics Code, as provided in the PCAOB Rule 3700, "Advisory Groups."
The news release, related information, and links to nomination forms are available on the PCAOB website.
SEC staff provides guidance on crowdfunding under the JOBS Act 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 Jumpstart Our Business Startups Act (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 Apr. 5, 2012. JOBS Act FAQs and crowdfunding-specific FAQs are available on the SEC website.
SEC staff issues updated guidance on the Trust Indenture Act
Corp Fin has issued an updated Compliance and Disclosure Interpretation (C&DI), Trust Indenture Act of 1939. This C&DI provides interpretations by Corp Fin of various provisions of the Trust Indenture Act of 1939 (the Act) which applies to debt securities such as bonds, debentures, and notes that are offered for public sale. Question 202.01, relating to the application of the Act to asset-backed securities in the form of certificates, was updated to reflect new guidance from Corp Fin. The C&DI is available on the SEC website.
SEC Regulations Committee meeting minutes published
The Center for Audit Quality (CAQ) SEC Regulations Committee has issued minutes from its joint meeting with the staff of the SEC held on Mar. 27, 2012. This committee meets periodically with the SEC staff to discuss emerging technical accounting and reporting issues relating to SEC rules and regulations. Topics discussed at this meeting included the following: - Various financial reporting matters including: (a) management’s use of third-party pricing services; (b) disclosures under Rule 3-10 of Regulation S-X; (c) loss contingency disclosures; and (d) goodwill impairment disclosures.
- Update on the SEC staff’s "IFRS Work Plan."
- Implementation issues related to CF Disclosure Guidance, Topic No. 3: Cybersecurity, and CF Disclosure Guidance, Topic No. 4: European Sovereign Debt Exposure.
- SEC staff observations related to XBRL filings.
- Application of FASB Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to parent-only and guarantor financial statement reporting requirements.
- Disclosure requirements for an existing registrant that no longer meets the definition of a "Smaller Reporting Company."
- Disclosure requirements for auditor changes within an international network under Item 304 of Regulation S-K.
The minutes are available on the CAQ website.
PCAOB enables interactive search of registered firms The PCAOB has introduced a new page on its website that will enable website users to search an interactive list of firms registered with the PCAOB by a variety of factors such as firm location and type of audit firm practice. Additionally, this list will allow users to sort, group, and filter the list of registered firms based on a variety of characteristics. The page will allow users to find registered firms that are located in particular cities, states, or countries. Also, users will be able to search for all registered firms in each of the following categories, as determined by the firms’ most recent annual reports on Form 2: - Firms that issued an audit report for at least one issuer;
- Firms that did not issue audit reports for issuers but played a substantial role in the audit of at least one issuer;
- Firms that did not issue audit reports for issuers or play a substantial role in issuer audits but issued a report on the financial statements of at least one broker-dealer; and
- Firms that did none of those things.
From this new, interactive page, website users can also link to a firm summary page for each of the more than 2,000 registered firms. This firm summary page has links to the Registration Application (Form 1) for each firm, any Annual and Special Reports filed by the firm (Forms 2 and 3), Inspection Reports, and Disciplinary Proceedings, if any. Registered firms by name, location, or audit practice category are available on the PCAOB website.
We have partnered with CCH, a Wolters Kluwer business, to issue our monthly Accounting Update. The articles have been selected from CCH's Accounting Research Manager (ARM) daily and/or weekly summary. Please feel free to contact Baker Tilly at accounting@bakertilly.com if you have any questions related to these articles or Baker Tilly's Accounting and Assurance Services. 
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