SEC Conference 2013: An Accounting & Reporting Update for US Listed Companies

DAY ONE AGENDA

Deluxe Continental Breakfast & Registration
8:00 – 8:45 AM

Welcome & Opening Remarks
8:45 – 9:00 AM

Update on Regulation of Accountants in China
9:00 – 10:15 AM
• SEC charges against the Big 4 and BDO
• PCAOB negotiations for inspections
• Alternatives in case of delisting
• Challenges to Hong Kong listings: multiple share class, track records, VIEs
• Inspections: what if a deal is reached?

Break
10:15 – 10:30 AM

SEC Enforcement Issues for Asia-Based Companies
10:30 AM – 12:00 PM
• Recent SEC enforcement efforts
  – Accounting fraud areas of focus
  – Insider trading actions
  – Foreign Corrupt Practices Act investigations
  – Chinese companies inquiries
• What triggers an SEC enforcement action
• Enforcement process
  – Document intensive
  – Conduct of gatekeepers and individuals scrutinized
• US agencies enforcing the relevant laws and regulations
  – Jurisdictional issues
  – Whistleblower update
• Insider trading
• Foreign Corrupt Practices Act
• Proactively handling and investigating issues
  – Self-reporting and cooperation credit

Luncheon
12:00 – 12:45 PM

Foreign Corrupt Practices Act Compliance
12:45 – 2:00 PM
• Review of the FCPA’s major provisions
  – Corrupt intent
  – Definition of foreign official
  – What is a gift?
  – Payments
  – Books and records
• Effects of enhanced cooperation among SEC, DOJ and foreign regulators
• How prepared is your organization to withstand the scrutiny of a regulatory investigation?
• Recent FCPA cases related to Asia-based companies

Break
2:00 – 2:15 PM

10A Investigations
2:15 – 3:15 PM
• Required response upon discovery of an illegal act or potential illegal act: Section 10A of the U.S.
  Securities Exchange Act of 1934
  – Background on the regulation
  – Section 10A in a nutshell
  – Views of the SEC staff
  – Enforcement cases
  – Tips and recommendations to issuers
• Suggested advance planning/better practices for companies/audit committees to prepare for
  whistleblower or shortseller allegations

Break
3:15 – 3:30 PM

Corporate Fraud in China: Designing & Implementing Effective Anti-Corruption Programs
3:30 – 5:00 PM
• SEC’s Office of the Whisteblower
• How to approach internal investigations
• Designing and monitoring effective compliance programs
• Measuring effectiveness of compliance programs
• How to identify and mitigate emerging threats
• How to detect and prevent fraud from third-party business partners
• Cyber concerns

Cocktail Reception
5:00 – 6:00 PM
 

DAY TWO AGENDA

Deluxe Continental Breakfast
8:15 – 8:45 AM

Welcome & Opening Remarks
8:45 – 9:00 AM

Recent Accounting Developments (FASB/IASB Update)
9:00 – 10:15 AM
• Current SEC views related to IFRS and convergence in the US system
• FASB/IASB agenda and status of convergence projects
• Recently completed projects and related implementation issues
• Recently issued exposure drafts and other formal projects
• Accounting updates with upcoming effective dates
• Disclosure and conceptual framework projects

Break
10:15 – 10:30 AM

Latest Developments on Variable Interest Entities
10:30 – 11:30 AM
• SEC disclosure trends
• Likely forms of VIE reform
• Robin Li’s suggested reforms at CPPCC
• Challenges to VIE consolidation: who is the primary beneficiary?
• Income tax accounting for VIEs

Public Company Auditing Update
11:30 AM – 12:30 PM
• PCAOB activities
  – Board and its program
  – Frequent inspection findings
  – Staff practice alerts
  – Standard-setting
• New standard on communications with audit committees
• Auditor independence: audit firm rotation
• Revising the auditor’s reporting model
• Improving transparency through disclosure of the engagement partner and other audit participants
• Enforcement activities
• International inspections

Luncheon
12:30 – 1:15 PM

Analysis of Recent SEC Comments Specific to Chinese Registrants
1:15 – 2:00 PM
• SEC filing review process
• Current trends in SEC Comment Letters
  – Goodwill and impairments
  – MD&A, including liquidity and cash flow disclosures
   – Segment reporting
   – Non-GAAP measures
   – Revenue recognition
   – Loss contingencies
• Areas specific to Chinese registrants
   – Involvement with VIE and related disclosures
   – Income taxes: significant foreign operations
   – Lack of PCAOB inspection
   – Internal Controls over Financial Reporting (ICFR) for registrants with substantially all operations
      outside the US
   – Revenue recognition
   – Cash flow presentation
   – Government grants
   – Share-based compensation
• The best ways to bulletproof your financial statements and disclosures to withstand staff scrutiny

Business Combinations & Consolidations
2:00 – 2:45 PM
• Background and current FASB/IASB activity
• Components of purchase price
• Sample allocation
• Negative goodwill example
• Accounting for contingent consideration
  – Initial recognition, measurement and classification
  – Debt vs. equity
  – Financial statement presentation
• Valuing contingent consideration
  – Valuation challenge
  – Overview of goodwill and indefinite-lived intangible assets impairment testing
  – Testing goodwill for impairment
  – Qualitative assessment and process

Break
2:45 – 3:00 PM

Financial Instruments Update: What’s Next?
3:00 – 3:45 PM
• Overview of project
• Classification and measurement proposals: what will change?
• Credit impairment: back to square one, but without convergence
• Hedge accounting: will there be a major overhaul or simplification only?
• Disclosures and presentations

Revenue Recognition: The New Exposure Draft & the Latest Developments
3:45 – 4:30 PM
• Performance obligations/deliverables
• Exclusions written into the new Exposure Draft
• Contracts with elements in multiple standards
• Separation and allocation
• Variable consideration and collectability
• Recognition and measurement differences under the new rules
• Transition issues
• Disclosures (qualitative and quantitative information, significant judgments and reconciliations of
  contract balances)
• Practical implementation considerations: what you should be doing now

Frequently Encountered Accounting Topics & SEC Hot Buttons
4:30 – 5:15 PM
This session will focus on complex and challenging accounting and SEC reporting topics that are frequently encountered by accounting professionals of US listed public companies. Areas of discussion will include:
• Income taxes
• Segment reporting
• Impairments
• Leasing
• Share-based payments

Conference Ends
5:15 PM