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SEC/GAAP Watch - The latest news and developments in accounting, reporting, and disclosure requirements - Stay Informed

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SEC

11/06/09-SEC's Broad Review of Proxy Process Gets Underway

As discussed in the article entitled "Broad Review of Proxy Process Gets Underway" in the November 5, 2009, issue of Accounting & Compliance Alert, SEC Chairman Mary Schapiro's first nine months in office have been marked by debates over a range of contentious issues--the financial crisis, the enforcement scandal, rating agency reforms, and limits on short sellers to name a few.

Not least among them has been the effort to reform proxy voting, which Schapiro calls a core function of the agency that has been with it since its first days in 1934.

Schapiro wants the agency's staff to carry out a wide-ranging study of proxy voting and produce a concept release on the topic in the next few months.

The review will look at common market practices such as over-voting, by which some investors vote more shares than they own, and empty voting, in which some shareholders that don't technically own the shares cast the votes anyway. Schapiro also wants to explore how to increase retail investor participation in the wake of the adoption of the notice-and-access model of proxy distribution.

The review is also taking a look at the role played by proxy advisory firms.

11/05/09 -- Congress Urged to Reject Plan to Diminish SEC's Role in FASB Oversight
As discussed in the article entitled "Congress Urged to Reject Plan to Diminish SEC's Role in FASB Oversight" in the November 4, 2009, issue of Accounting & Compliance Alert, the Center for Audit Quality, the Council of Institutional Investors, and the U.S. Chamber of Commerce's Center for Capital Markets Competitiveness asked the leadership of the House Financial Services Committee not to put the FASB under the supervision of a proposed systemic risk oversight council instead of the SEC.

The trade groups said the plan, which is backed by the American Bankers Association, would weaken the FASB's independence.

"The process by which accounting standards are developed must be free-both in fact and appearance-of outside influences that inappropriately benefit any particular participant or group of participants in the financial reporting system to the detriment of investors, businesses and capital markets," the letter said. "A realignment of oversight within the structure of systemic risk regulation could have adverse impacts on investor confidence, which is of critical importance to the successful operation of the U.S. capital markets."

11/03/09 -- SEC’s SAB No. 113 Updates Guidance on Oil and Gas Industry Accounting Rules
As discussed in the article entitled “SAB No. 113 Updates Guidance on Oil and Gas Industry Accounting Rules” in the November 2, 2009, issue of Accounting & Compliance Alert, the SEC's office of the chief accountant recently updated guidance on how the agency's staff interprets accounting rules related to the oil and gas industry.
The updates in Staff Accounting Bulletin (SAB) No. 113 correspond with Release No. 33-8995, Modernization of Oil and Gas Reporting, which was issued in December 2008.
Specifically, the guidance updates SAB Topic 12: Oil and Gas Producing Activities” to make it consistent with Release No. 33-8995.

SAB No. 113:
• Changes the price used in determining quantities of oil and gas reserves;
• Eliminates the option to use post-quarter-end prices to evaluate write-offs of excess capitalized costs under the full cost method of accounting;
• Removes the exclusion of unconventional methods used in extracting oil and gas from oil sands or shale as an oil and gas producing activity; and
• Removes certain questions and interpretative guidance which are no longer necessary.

10/30/09 -- SEC's Small Business Forum Agenda Is Set
As discussed in the article entitled "Small Business Forum Agenda Is Set" in the October 29, 2009, issue of Accounting & Compliance Alert, the SEC's agenda for its annual small business forum includes two panel discussions focusing on the state of small business capital formation and academic perspectives on the SEC's definition of an accredited investor.

The annual event is scheduled for November 19 at the SEC's headquarters.

Participants on the first panel, which will focus on the current state of small business capital formation, will include Todd Flemming, who is president and CEO of Infrasafe, and a member of the executive advisory board of the Small Business and Entrepreneurship Council, and Andrew Sherman, a partner with the law firm Jones Day.

The SEC said additional panelists will be announced at a later date.

10/29/09 -- SEC's SLB No. 14E Points to More Latitude for Shareholder Proposals Under Rule 14a-8
As discussed in the article entitled "SLB No. 14E Points to More Latitude for Shareholder Proposals Under Rule 14a-8" in the October 28, 2009, issue of Accounting & Compliance Alert, the SEC's division of corporation finance in Staff Legal Bulletin (SLB) No. 14E laid out interpretative guidance on some issues concerning the application of Rule 14a-8 of the Securities Exchange Act of 1934.

Specifically, the bulletin contains information regarding the application of Rule 14a-8(i)(7) to shareholder proposals relating to risk and planning for CEO succession. The guidance also addresses the manner in which shareholder proponents and companies can notify the division that they will be submitting correspondence in connection with a no-action request.

Rule 14a-8 addresses when a company must include a shareholder's proposal in its proxy statement and identify the proposal in its form of proxy when the company holds an annual or special meeting of shareholders.

SLB No. 14E deals with three issues concerning its application:

  • The analytical framework the SEC staff applies in determining whether a company may exclude a proposal related to risk under Rule 14a-8(i)(7);
  • When a company can cite Rule 14a-8(i)(7) in excluding a shareholder proposal that focuses on CEO succession planning; and
  • Whether companies and dissident shareholder groups should alert the SEC that they plan to seek a no-action request.

10/22/09 -- SEC Proposes Extra Year for ABS Disclosure Option in Release No. 33-9074
As discussed in the article entitled "Extra Year Proposed for ABS Disclosure Option in Release No. 33-9074" in the October 21, 2009, issue of Accounting & Compliance Alert, the SEC recently proposed a one-year extension for a filing option for asset-backed offerings in Release No. 33-9074, Extension of Filing Accommodation for Static Pool Information in Filings With Respect to Asset-Backed Securities.

If approved, the proposal would change the date in Rule 312 of Regulation S-T to December 31, 2010, instead of 2009. Regulation S-T provides the guidelines for submitting electronic filings to the SEC.

Comments on the proposal will be due 30 days after it is posted in the Federal Register, which normally occurs a few days after a rule is posted on the SEC's website.

The division of corporation finance needs an extra year to finish its review of the offering process and disclosures for securitized trusts, the SEC said. The delay should give the staff time to consider the alternatives for submitting information about the static pool, or underlying assets, in an asset-backed offering.

10/21/09 -- SEC and CFTC Release Plan to Unify Oversight of Derivatives Trading
As discussed in the article entitled "Plan is Released to Unify Oversight of Derivatives Trading" in the October 19, 2009, issue of Accounting & Compliance Alert, the SEC and the Commodity Futures Trading Commission recently issued their joint report on harmonizing the oversight of the derivatives markets.

The report fulfills a request from the Obama administration and includes recommendations that fall largely in line with the proposed regulatory changes made by the president and the Treasury Department in June.

The report discussed cross-border regulation; product listing and approval; exchange and clearinghouse rule approval under rules-based and principles-based regimes; risk-based portfolio margining and bankruptcy/insolvency regimes; and market manipulation and insider trading, among other issues.

The report also includes 20 recommendations to enhance enforcement powers, strengthen market and intermediary oversight, and improve operational coordination between the agencies.

10/20/09 -- SEC Revisits Notice-and-Access Model with Proposal in Release No. 33-9073
As discussed in the article entitled "Notice-and-Access Model Revisited with Proposal in Release No. 33-9073" in the October 19, 2009, issue of Accounting & Compliance Alert, the SEC recently proposed revising its two-year-old notice-and-access rule for distributing shareholder proxy statements with the publication of Release No. 33-9073, Amendments to Rules Requiring Internet Availability of Proxy Materials.

The proposal is an effort by the SEC to address a steep decline in the participation by retail investors in proxy votes since the adoption of notice-and-access in 2007. The model, which has saved some 2,000 public companies an estimated $400 million in two years, allows for the replacement of traditional proxy mailings with cards or one-page notices that the proxy materials are now available on the company's website.

Release No. 33-9073 will be out for comment until November 20.

The SEC is proposing to amend Rule 14a-16 of the Securities Exchange Act of 1934 to give issuers more flexibility with the content of their proxy notices. The agency is concerned that too many public companies were interpreting the notice requirement so strictly as to severely limit the amount of information given investors.

10/16/09 -- SEC Confirms Extension of Section 404(b) Effective Date in Release No. 33-9072
As discussed in the article entitled "SEC Confirms Extension of Section 404(b) Effective Date in Release No. 33-9072" in the October 15, 2009, issue of Accounting & Compliance Alert, the SEC affirmed its decision to delay the effective date for compliance with Section 404(b) of the Sarbanes-Oxley Act of 2002 for companies with public floats of less than $75 million in Release No. 33-9072, Internal Control Over Financial Reporting in Exchange Act Periodic Reports of Non-Accelerated Filers.

Two weeks earlier, the SEC had said the effective date was pushed back to annual reports filed for years that end June 15, 2010, or later instead of December 15, 2009. The decision was announced with the release of a cost-benefit analysis on the effects of complying with Section 404(b) following a series of 2007 decisions by the SEC and PCAOB intended to help companies reduce their audit fees and related expenses tied to following Sarbanes-Oxley.

Release No. 33-9072 amends temporary rules Rule 2-02T of Regulation S-X and Item 308T of Regulation S-K, which set the compliance date for inclusion of the auditor attestations of their internal controls over financial reporting in annual reports.

The amendments extend the compliance date by six months, although the large number of companies that report on calendar years will effectively have an extra year. The amendments also mean the management reports on internal controls filed under Sarbanes-Oxley Section 404(a) will continue to be classified as furnished to the SEC rather than filed. This relieves small companies, also known as non-accelerated filers, from any legal liability until the effective date for the Section 404(b) reports.

10/12/09 -- SEC's Rating Agency Proposals Put out for Comment in Release No. 33-9069
As discussed in the article entitled "Rating Agency Proposals Put out for Comment in Release No. 33-9069" in the October 08, 2009, issue of Accounting & Compliance Alert, the SEC recently issued Release No. 33-9069, References to Ratings of Nationally Recognized Statistical Rating Organizations, to reopen the comment period on proposed rule amendments that would remove some references to credit ratings in Regulation M and Rule 10b-10 of the Securities Exchange Act of 1934.

The SEC had proposed eliminating the references in the July 2008 proposal in Release No. 34-58070, References to Ratings of Nationally Recognized Statistical Rating Organizations, which covered references to credit ratings in several SEC regulations. The comment period ended in September 2008.

Release No. 33-9069 will be out for comment until December 8.

The SEC said in Release No. 33-9069 that some financial companies that responded to Release No. 34-58070 were concerned about the implications of dropping the references to ratings in Rules 101 and 102 of Regulation M, which cover actions by issuers and underwriters of securities offerings. They feared that the move would not address investor reliance on credit ratings. The financial companies were also concerned that the changes would add to the regulatory burdens for issuers and underwriters.

10/09/09 -- SEC's Proposal in Release No. 33-9070 Would Expand Required Disclosures for Using Credit Ratings
As discussed in the article entitled "Proposal in Release No. 33-9070 Would Expand Required Disclosures for Using Credit Ratings" in the October 08, 2009, issue of Accounting & Compliance Alert, the SEC recently issued a proposed rule in Release No. 33-9070, Credit Rating Disclosure, to seek comments about a plan to expand the disclosures close-end investment management companies and other firms registered with the SEC have to make about their use of credit ratings.

The SEC said the proposal also includes a plan to inform investors about potential conflicts of interest that could affect a credit rating.

One reason the SEC is proposing the change has to do with the regulatory body's concerns that investors may not always be informed about the meaning or significance of a credit rating.

Items 10 and 202 of Regulation S-K are among the rules that would be affected by the proposal. Several forms would be amended if the proposal becomes a final rule, including Form S-3, Form S-4, Form 8-K, Form 20-F, and Form N-2. Release No. 33-9070 will be out for public comment until December 14.

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FASB

11/02/09 -- FASB and IASB Commit to Monthly Meetings to Meet Convergence Goal
As discussed in the article entitled “Boards Commit to Monthly Meetings to Meet Convergence Goal” in the October 30, 2009, issue of Accounting & Compliance Alert, the FASB and IASB adopted an ambitious schedule of monthly meetings to complete the projects on their joint agenda in time for a June 2011 deadline.

The schedule is a radical departure from the twice-yearly schedule that the boards have had for years, and it underscores the urgency with which the standard-setting bodies view the convergence effort.

FASB Chairman Robert Herz said the schedule was prompted in part by the positive outcome of the just-concluded three-day meeting between the two boards at the FASB's Norwalk, CT, offices. The meeting was preceded by months of controversy driven by political pressures on both bodies to amend their rules and doubts that continuing along the path of convergence was feasible. But the mood appears to have improved markedly.

The meetings proved “we make the most progress when we meet together,” Herz said. “We’re going to meet just about every month.’’ The sessions will include six face-to-face sessions every year, and six videoconferences during the alternate months.

The announcement came during an October 29 conference in New York sponsored by the AICPA and the International Accounting Standards Committee Foundation (IASCF), the body that oversees the IASB.

11/02/09 -- FASB and IASB Commit to Monthly Meetings to Meet Convergence Goal
As discussed in the article entitled "Boards Commit to Monthly Meetings to Meet Convergence Goal" in the October 30, 2009, issue of Accounting & Compliance Alert, the FASB and IASB adopted an ambitious schedule of monthly meetings to complete the projects on their joint agenda in time for a June 2011 deadline.

The schedule is a radical departure from the twice-yearly schedule that the boards have had for years, and it underscores the urgency with which the standard-setting bodies view the convergence effort.

FASB Chairman Robert Herz said the schedule was prompted in part by the positive outcome of the just-concluded three-day meeting between the two boards at the FASB's Norwalk, CT, offices. The meeting was preceded by months of controversy driven by political pressures on both bodies to amend their rules and doubts that continuing along the path of convergence was feasible. But the mood appears to have improved markedly.

The meetings proved "we make the most progress when we meet together," Herz said. "We're going to meet just about every month." The sessions will include six face-to-face sessions every year, and six videoconferences during the alternate months.

The announcement came during an October 29 conference in New York sponsored by the AICPA and the International Accounting Standards Committee Foundation (IASCF), the body that oversees the IASB.

10/27/09 -- Banks, Insurers Fear That Convergence Is Collapsing
As discussed in the article entitled “Banks, Insurers Fear That Convergence Is Collapsing” in the October 26, 2009, issue of Accounting & Compliance Alert, banks, insurers, and real estate companies warned the FASB and IASB that any further detours or delays in the effort to converge U.S. and international accounting standards could “cause confusion in the marketplace, restrict domestic and global capital formation, and cause negative ripples to wave across the domestic and global economies.”

The business groups told the standard-setters about their concern that the two boards “may not act on a joint basis. The inevitable conflicts that will follow if that happens will have deeply adverse consequences and create unforeseen difficulties within the fragile financial and economic environment.”

The warning came in an October 22, 2009, letter signed by the American Council of Life Insurers, Commercial Mortgage Securities Association, Council of Federal Home Loan Banks, Group of North American Insurance Enterprises, Mortgage Bankers Association, Property Casualty Insurance Association of America, Financial Services Roundtable, Real Estate Roundtable, and U.S. Chamber of Commerce.

Collectively, the groups call themselves the Financial Instruments Reporting and Convergence Alliance.

10/26/09 -- FASB Releases Agenda for Three-Day Meeting With IASB
As discussed in the article entitled “Agenda Is Released for Three-Day Meeting With IASB” in the October 23, 2009, issue of Accounting & Compliance Alert, the FASB released its schedule for the board’s joint meeting with the IASB that will be held at the FASB’s Norwalk, CT, headquarters.

The two boards plan to discuss:

  • The presentation and disclosures of financial instruments that are not measured at fair value through profit or loss;
  • The approach to classifying financial instruments as liabilities or equity. The boards want to discuss whether to modify their developed classification approach to classify as equity some instruments that are settled with the issuer's own shares;
  • Converging the proposals in the IASB's Exposure Draft Fair Value Measurement, with the existing U.S. GAAP literature in FASB ASC 820, Fair Value Measurementsformerly SFAS No. 157;
  • How much work needs to be done to complete the projects in the Memorandum of Understanding by the June 2011 deadline; and
  • The basic right-of-use accounting model for lessees; possible lessor accounting models--including additional analysis on the derecognition approach and the performance obligation approach; the treatment of in substance purchases and sales; and the timing of initial recognition of assets and liabilities in a lease contract.

10/23/09 -- FASB's Impairment Model Will Include Estimates of Cash Flows Not Collected
As discussed in the article entitled "Board's Impairment Model Will Include Estimates of Cash Flows Not Collected" in the October 22, 2009, issue of Accounting & Compliance Alert, the FASB discussed how to account for credit losses related to financial assets in the fair value through other comprehensive income (OCI) category for its financial instruments project during its October 21, 2009, weekly meeting at its Norwalk, CT, headquarters.

The board discussed six credit impairment models that would identify a credit loss amount to be recognized in the income statement. After deliberations, the board decided that it favored a credit loss impairment model where, at the end of each period, an impairment loss would be measured as the present value of management's current estimate of cash flows that are not expected to be collected.

According to a FASB meeting summary, in estimating the amount of future cash flows, management would consider all available information relating to past events and existing conditions that are relevant to the ability to collect the financial assets, such as the remaining payment terms, the financial condition of the issuer, expected defaults, and collateral values, as well as existing environmental factors such as industry, geographical, economic, and political data that indicate that some contractual cash flows are not expected to be collected.

At the meeting, the board also generally agreed that an entity would not consider possible future scenarios, because management would not likely be able to anticipate all the factors or the ripple effect of the factors.

10/19/09 -- FASB Plans to Discuss Accounting for Financial Instruments at Upcoming Meeting
As discussed in the article entitled "Board Plans to Discuss Accounting for Financial Instruments at Upcoming Meeting" in the October 16, 2009, issue of Accounting & Compliance Alert, the FASB said it will consider issues related to accounting for financial instruments during its October 21 weekly meeting.

The board wants to discuss how credit impairment will be measured for purposes of identifying the credit loss adjustment that will be recognized in net income for instruments in the fair value--other comprehensive income category. The objective of this project is to improve the information investors receive about financial instruments. The topic is the only one on the agenda for the official part of the weekly meeting.

When the FASB last discussed the issue on September 23, it agreed to a remeasurement approach that:

  • Includes a present value of the average core deposit liability amount discounted by the difference between the alternative funds rate and the all-in-cost-to-service rate over the implied maturity; and
  • Subjects the core deposit liability amount to a remeasurement determined as an average amount over the implied maturity time period. The amount would be used result in the consideration of future deposits.

The discussion is part of the effort to replace the FASB's and IASB's respective standards for the accounting for financial instruments. The boards want to issue a converged standard that addresses recognition and measurement and the issues related to impairment of financial instruments and hedge accounting.

10/15/09 -- FASB's Proposed ASU Would Narrow Embedded Derivative Scope Exception in Subtopic 815-15
As discussed in the article entitled "Proposed ASU Would Narrow Embedded Derivative Scope Exception in Subtopic 815-15" in the October 14, 2009, issue of Accounting & Compliance Alert, the FASB recently issued Proposed Accounting Standards Update (ASU), Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.

If approved, the proposal would amend the scope exception in FASB ASC 815-15-15-9 as it pertains to the transfer of credit risk from one financial instrument to another.

The Proposed ASU is out for comment until November 12, and if it is approved, it will be effective for the first day of the first reporting period that begins after December 15.

The FASB said accounting practitioners have been unclear about how to apply FASB ASC 815-15-15-9, which says, "The concentration of credit risk in the form of subordination of one financial instrument to another shall not be considered an embedded derivative under" Subtopic FASB ASC 815-15, Embedded Derivatives.

The FASB is proposing to narrow the scope exception by eliminating embedded credit derivatives in which a holder of a tranche of securitized assets could have to make payments, not just receive them. Derivatives held by an investor in a single-tranche securitization vehicle would also not be covered by the scope exception.

10/14/09 -- In FASB's ASU No. 2009-14, Vendors Get Clearance to Speed Up Recognition of Revenues
As discussed in the article entitled "In ASU No. 2009-14, Vendors Get Clearance to Speed Up Recognition of Revenues" in the October 12, 2009, issue of Accounting & Compliance Alert, the FASB recently issued Accounting Standards Update (ASU) No. 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements--a consensus of the FASB Emerging Issues Task Force.

The revisions exclude from the scope of FASB ASC 985-605, Software: Revenue Recognition, all tangible products containing both software and non-software components that operate together to deliver the product's functions.

Accounting practitioners were concerned about the requirements in U.S. GAAP that called for vendors to use vendor-specific objective evidence of a selling price to separate the multiple deliverables in a multiple-element arrangement. Vendors have to sell the element separately in order to separate the accounting for revenue for the delivered and undelivered portions of the arrangement. But many practitioners feel that this requirement did not accurately depict the economics of the arrangement.

As a result of the changes in ASU No. 2009-14, vendors will be permitted to recognize revenue earlier than they had previously because of the changes to the accounting literature for allocation, measurement, and recognition of revenue, the FASB said.

The amended guidance will be effective for revenue arrangements that begin or are changed in fiscal years that start June 15, 2010, or later. Entities that adopt the changes before then will have to apply them to their results from the beginning of their fiscal years.

10/13/09 -- FASB's Revenue Recognition Guidance Amended by ASU No. 2009-13
As discussed in the article entitled "Revenue Recognition Guidance Amended by ASU No. 2009-13" in the October 12, 2009, issue of Accounting & Compliance Alert, the FASB recently issued Accounting Standards Update (ASU) No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements--a consensus of the FASB Emerging Issues Task Force.

The amendments to FASB ASC 605-25, Revenue Recognition: Multiple-Element Arrangements, permit vendors to account for products and services separately rather than as a combined unit.

Any vendor who enters into multiple-deliverable arrangements with customers that are covered by Subtopic 605-25 will be affected, the FASB said. As a result of the changes, multiple-deliverable arrangements will be separated in more circumstances than under existing guidance.

With the changes to Subtopic 605-25, the FASB is eliminating the residual method of allocation and instead requiring entities to allocate the arrangement consolidation at the inception of the arrangement to all deliverables using the relative selling price method. Vendors will be required to determine their best estimate of the selling price consistently with the method they use to determine the selling price when the good or service is sold separately.

The changes in ASU No. 2009-13 will be effective for revenue arrangements that begin or are changed in fiscal years that start June 15, 2010, or later. Entities that adopt the changes before then will have to apply them to their results from the beginning of their fiscal years.

10/08/09 -- FASB's Proposed ASU Would Amend Guidance for Accounting for Stock Dividends
As discussed in the article entitled "Proposed ASU Would Amend Guidance for Accounting for Stock Dividends" in the October 02, 2009, issue of Accounting & Compliance Alert, the FASB recently issued Proposed Accounting Standards Update (ASU), Equity (Topic 505), and Earnings per Share (Topic 260): Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash.

The proposed ASU would amend FASB ASC 505-20, Stock Dividends and Stock Splits, and FASB ASC 260-10, Earnings Per Share, to require that the stock portion of a dividend payment that is part cash and part stock be considered a stock dividend in an earnings per share calculation, and reflected in EPS on the later of the ex-dividend date or the date the number of shares to be issued is known.

According to the FASB, the amendments would eliminate diversity in practice related to:

  • Accounting for the stock portion of a dividend payment that is part cash and part stock. Some entities, such as REITs, account for the stock portion as a new share issuance that is reflected in EPS, while others account for the stock portion as a stock dividend by retroactively restating shares outstanding and EPS for all periods; and
  • The timing of when a stock dividend distribution in recognized in EPS. Some entities recognize a stock dividend in EPS on the date the dividend is declared, while others recognize the dividend in EPS when the trading price of the shares has been adjusted to reflect the effects of the stock dividend or when the dividend is settled.

The proposal would be effective for reporting periods ending on or after December 15, 2009, and would be applied on a retrospective basis.

Comments are due by October 26, and the FASB issued the proposal with a relatively short comment period of less than four weeks because the board's research staff said it needs time to consider the comments in advance of the November 19 meeting of the FASB's Emerging Issues Task Force.

10/07/09 -- Draft of Amendment to EITF Guidance for Insurers Is Issued in Proposed ASU
As discussed in the article entitled "Draft of Amendment to EITF Guidance for Insurers Is Issued in Proposed ASU" in the October 02, 2009, issue of Accounting & Compliance Alert, the FASB recently issued a Proposed Accounting Standards Update (ASU) Financial Services--Insurance (Topic 944): Consideration of an Insurer's Accounting for Majority-Owned Investments When Ownership Is through a Separate Account (A Consensus of the FASB Emerging Issues Task Force).

The proposed amendment to FASB ASC 944, Financial Services-Insurance, would permit insurers to avoid consolidated reporting of their interests in investment companies that are held in special accounts, the FASB said. The change would not apply to interests held through the insurer's general account.

The proposal would be effective for reporting periods that start after December 15, 2010.

Comments are due by October 26, 2009, and the FASB issued the proposal with a relatively short comment period of less than four weeks because the board's research staff said it needs time to consider the comments in advance of the November 19 EITF meeting.

10/06/09 -- FASB's Proposed ASU Offers a Revision to Acquired R&D Guidance in Topic 730
As discussed in the article entitled "Proposed ASU Offers a Revision to Acquired R&D Guidance in Topic 730" in the October 02, 2009, issue of Accounting & Compliance Alert, the FASB recently issued a Proposed Accounting Standards Update (ASU), Research and Development (Topic 730): Research and Development Assets Acquired and Contingent Consideration Issued in an Asset Acquisition (A Consensus of the FASB Emerging Issues Task Force).

If the proposal is approved, FASB ASC 730, Research and Development, would be modified to call for acquired R&D assets to be capitalized regardless of their future use. Under existing guidance, R&D assets acquired through an acquisition are expensed once they are acquired if they don't have a future use.

If approved, the proposal would be effective for fiscal years that start on or after December 15, 2009.

Comments are due by October 26, 2009, and the FASB issued the proposal with a relatively short comment period of less than four weeks because the board's research staff said it needs time to consider the comments in advance of the November 19 EITF meeting.

10/05/09 -- FASB's ASU No. 2009-12 Updates Guidance on Fair Value Estimates for Alternative Investments
As discussed in the article entitled "ASU No. 2009-12 Updates Guidance on Fair Value Estimates for Alternative Investments" in the October 02, 2009, issue of Accounting & Compliance Alert, the FASB recently issued Accounting Standards Update (ASU) No. 2009-12, Fair Value Measurements and Disclosures: Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), (Topic 820).

ASU No. 2009-12 offers guidance on how to use a net asset value (NAV) per share to estimate the fair value of investments in hedge funds, private equity funds, real estate funds, venture capital funds, offshore fund vehicles and funds of funds.

Investors in alternative investment companies are required to measure their holdings at fair value, which can not always be readily determined. FASB ASC 820, Fair Value Measurements and Disclosures, permits investors in alternative investment companies to use the NAV per share to come up with the fair value estimate.

The NAV calculation by alternative investment companies, such as hedge funds, follows guidance provided by the AICPA.

To fall within the scope of ASU No. 2009-12, investment companies must be primarily focused on investment activities, have ownership that is represented by units of investments, have pooled funds, and be the primary reporting entity. Alternative investments with a readily determinable fair value are excluded from the scope.

10/02/09 -- FASB's ASU No. 2009-11 Corrects SEC Comment on Gas-Balancing Arrangements
As discussed in the article entitled "ASU No. 2009-11 Corrects SEC Comment on Gas-Balancing Arrangements" in the September 22, 2009, issue of Accounting & Compliance Alert, the FASB recently issued Accounting Standards Update (ASU) No. 2009-11, Extractive Industries--Oil and Gas--Amendment to Section 932-10-S99, to reflect a correction to the SEC's staff observer comment in Emerging Issues Task Force (EITF) Issue No. 90-22, Accounting for Gas Balancing Arrangements, (FASB ASC 932-815-55).

The ASU amends FASB ASC 932-10-S99-5 because the SEC staff has not taken a position on whether the entitlements method or sales method is preferable for gas-balancing arrangements as defined in FASB ASC 932-815-55-1 and FASB ASC 932-815-55-2 that do not meet the definition of a derivative.

With the entitlements method, sales revenue is recognized to the extent of each well partner's proportionate share of gas sold regardless of which partner sold the gas. Under the sales method, sales revenue is recognized for all gas sold by a partner even if the partner's ownership is less than 100% of the gas sold.

ASU No. 2009-11 inserted an instruction to public companies in FASB ASC 932-10-S99-5 that they must account for all significant gas imbalances consistently using one accounting method. Both the method and any significant amount of imbalances in units and value should be disclosed in regulatory filings.

10/01/09 -- FASB's ASU No. 2009-10 Corrects SEC Guidance for Energy Contracts
As discussed in the article entitled "ASU No. 2009-10 Corrects SEC Guidance for Energy Contracts" in the September 22, 2009, issue of Accounting & Compliance Alert, the FASB recently issued Accounting Standards Update (ASU) No. 2009-10, Financial Services--Broker and Dealers: Investments--Other, Amendment to Subtopic 940-325.

The ASU codifies the observer comment in Paragraph 17 of Emerging Issues Task Force (EITF) Issue 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management," (FASB ASC 940-325-S35), which prohibits the use of mark-to-market accounting for nonderivative energy trading contracts.

ASU No. 2009-10 adds FASB ASC 940-325-S35-1 to Topic 940, Financial Services--Broker and Dealers, which details views from the SEC staff on accounting for nonderivative energy contracts by broker-dealers held for trading purposes.

The ASU also adds FASB ASC 940-325-S99-1, which includes an SEC staff comment made at an EITF meeting with regard to The Effect of Lessee Involvement in Asset Construction.

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AICPA

9/04/08 -- AICPA's Proposed Amendment of AU Section 722 Would Cover Private Company Interim Statements
The Auditing Standards Board (ASB), the senior technical committee of the American Institute of Certified Public Accountants (AICPA) designated for issuing auditing, attestation, and quality control standards and guidance, issued an exposure draft on September 2, 2008, that would amend AU Section 722, "Interim Financial Information."

Comments on the proposal are due by November 3.

The proposed Statement on Auditing Standards (SAS) would amend AU Section 722 to accommodate reviews of interim financial information of nonissuers, including companies offering securities in private offerings under Rule 144A of the Securities Act of 1933 or participating in private equity exchanges.

The proposed guidance would apply when the interim financial information is intended to provide a periodic update to year-end reporting and the accountant either:

  • Has audited the entity's latest annual financial statement, or

  • Is auditing the current year financial statements and the entity's latest annual financial statements were audited by another auditor.

In addition, the amendment would remove the guidance for reviews of the interim financial statements of issuers in AU Section 722 because the guidance resides in the auditing standards of the Public Company Accounting Oversight Board (PCAOB).

The proposed SAS would be effective for interim periods within fiscal years beginning after December 15, 2008. Early application would be permitted.

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PCAOB

07/01/09 -- Adoption of PCAOB Release No. 2009-003 Sets Stage for Delay of Some Foreign Inspections
As discussed in the article entitled "Adoption of Release No. 2009-003 Sets Stage for Delay of Some Foreign Inspections" in the June 30, 2009, issue of Accounting & Compliance Alert, the PCAOB adopted the proposed amendment to Rule 4003 it first detailed in December 2008.

The rule will allow the PCAOB to postpone, for up to three years, the first inspection of any foreign-registered public accounting firm that the board is otherwise required to conduct before the end of 2009 and is in a jurisdiction where the board has not conducted an inspection before 2009.

In addition, the board also announced in Release No. 2009-003, Final Rule Concerning the Timing of Certain Inspections of Non-U.S. Firms, and Other Issues Relating to Inspections of Non-U.S. Firms, that it plans to implement certain transparency measures related to the its international inspections program.

Rule 4003(g) will take effect upon approval by the SEC. The rule was proposed in December 2008 in Release No. 2008-007, Rule Amendments Concerning the Timing of Certain Inspections of Non-U.S. Firms, and Other Issues Relating to Inspections of Non-U.S. Firms.

06/23/09 -- PCAOB To Consider Another Amendment to Rule 4003
As discussed in the article entitled "PCAOB To Consider Another Amendment to Rule 4003" in the June 22, 2009, issue of Accounting & Compliance Alert, the PCAOB will hold an open meeting June 25 to consider adopting an amendment to Rule 4003, Frequency of Inspections.

The amendment relates to the timing of certain inspections of registered non-U.S. firms that board rules require the PCAOB to conduct in 2009.

Previously in Release No. 34-59991, Public Company Accounting Oversight Board; Order Approving Proposed Amendment to Board Rules Relating to Inspections, issued on May 28, the SEC approved a proposed amendment to PCAOB rules concerning inspections of non-U.S. audit firms. PCAOB members voted in December 2008 to adopt the amendment to Rule 4003 and issue a separate proposed amendment to the rule for public comment.

Rule 4003(f), which the board adopted, extended the deadline for the first inspection of 21 of 52 non-U.S. firms by one year to 2009 from 2008. At the time, the board had conducted or planned to conduct the other 31 inspections in 2008.

04/24/09 -- PCAOB Addresses FASB's Amended Fair Value Rules in Staff Audit Practice Alert No. 4
As discussed in the article entitled "Amended Fair Value Rules Are Addressed in Staff Audit Practice Alert No. 4" in the April 23, 2009, issue of Accounting & Compliance Alert, the PCAOB issued Staff Audit Practice Alert (APA) No. 4, Auditor Considerations Regarding Fair Value Measurements, Disclosures, and Other-Than-Temporary Impairments.

The alert covers the changes to U.S. GAAP in three pieces of guidance issued by the FASB on April 9:

  • Final FASB Staff Position (FSP) No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly;
  • Final FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments; and
  • Final FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments.

The alert also deals with:

  • Reviews of interim financial information;
  • Audits of financial statements, including integrated audits;
  • Disclosures; and
  • Auditor reporting considerations.

10/13/08 -- PCAOB Schedules Meeting of Standing Advisory Group
The PCAOB's Standing Advisory Group will meet on October 22- 23, 2008, in Washington.

The SAG will discuss audit considerations relating to the current economic environment; the PCAOB's standard-setting priorities, which will include a report on the standards-related accomplishments during the past year; and two recommendations included in the final report from the Treasury Department's Advisory Committee on the Auditing Profession (ACAP).

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GASB

08/28/09 -- Nusbaum and Viceira to Join FAF Board of Trustees
As discussed in the article entitled "Nusbaum and Viceira to Join FAF Board of Trustees" in the August 27, 2009, issue of Accounting & Compliance Alert, the Financial Accounting Foundation recently said it will add two new members to its board of trustees.

Edward Nusbaum and Luis Viceira will join the 17 other members of FAF, which oversees the FASB and the GASB. FAF Chairman John Brennan praised the new appointees for bringing invaluable experience to the board.

"Ed Nusbaum and Luis Viceira bring a broad spectrum of business, accounting, and capital markets knowledge and experience to the FAF Board of Trustees," said Brennan. "On behalf of the Trustees, I am pleased to welcome these highly distinguished professionals to the Board as they embrace the important mission of the Foundation and its standard-setting boards."

Nusbaum is currently the CEO and executive partner of Grant Thornton LLP and was recently named chief executive officer of Grant Thornton International Ltd.

Viceira is currently a professor at the Harvard Business School, where he teaches investment management and capital markets in the MBA and doctoral programs. He specializes on the analysis of asset allocation strategies for long-term investors.

3/4/08 -- GASAC to Receive an Update on the Board's Derivative Instruments Project.
The Governmental Accounting Standards Advisory Council, which advises the Governmental Accounting Standards Board, will meet on March 6-7, 2008, to take up:

  • A report on the meetings and activities of the Financial Accounting Foundation (FAF), and a report from the GASB Chairman;
  • Comments from other Board members, including an update on the Board's derivative instruments project; and
  • GASAC feedback on technical agenda topics, communications and public relations topics, project prospectuses and proposals, and project priorities.

The meeting will take place at the GASB office in Norwalk, Connecticut, and be open to the public.

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IASB

10/28/09 -- IASB Panel Will Review FASB Impairment Model
As discussed in the article entitled "IASB Panel Will Review FASB Impairment Model" in the October 27, 2009, issue of Accounting & Compliance Alert, the IASB and FASB recently decided at a joint meeting that the expert advisory panel that the IASB is forming to help it with a proposed impairment model for the standard to replace IAS 39, Financial Instruments: Recognition and Measurement, will also review the FASB's proposed model.

The panel will advise the boards on how the expected cash flow approach the IASB will release in an exposure draft (ED) by the end of October compares to the credit impairment model the FASB is considering for its draft that will be released in the first quarter of 2010. The two boards want to come up with a converged standard and are working together, but they are producing exposure drafts independent of one another.

The IASB, which is accepting applications for the panel until November 5, plans to form the body after it releases the impairment ED, which will be available for comment until June 2010. The panel will assist in organizing and running field testing of the boards' proposed guidance to identify and resolve operational issues as they develop.

After the panel is done field testing the impairment model, the boards will have individual votes on which impairment model is more operational, as part of a joint work plan.

The work plan also includes recommendations for the boards to:

  • Discuss the hedging portion of the project in November and December; and
  • Address differences between the definitions of what items are presented in net income and other comprehensive income (OCI) for the classification and measurement portion of the project.

07/27/09 -- FASB and IASB Seek Industry Views on Feasibility of a Single Model for Revenue Recognition
As discussed in the article entitled "Industry Views Are Being Sought on Feasibility of a Single Model for Revenue Recognition" in the July 24, 2009, issue of Accounting & Compliance Alert, the FASB and IASB want more advice from specific industries before they decide whether the direction of their revenue recognition project is sound.

The decision, which was reached when the boards met July 23 at the IASB's London office, followed a review of the comments received in response to the December 2008 Discussion Paper (DP) No. 1660-100, Preliminary Views on Revenue Recognition in Contracts with Customers. The proposal received 211 comments, the majority of which were from financial statement preparers.

The standard-setters want to develop a single revenue recognition model to replace a complex tapestry of industry-specific rules. The model in the discussion paper is based on the transfer of goods and services to customers.

Many of the letters agreed on the need for a single revenue recognition model for U.S. GAAP and IFRS, although some had questions about the feasibility of a single model. They raised concerns about how control would be interpreted by particular industries.

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