SEC Virtual Conference: An Accounting & Reporting Update for Public Companies

DAY ONE AGENDA

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

Key SEC Developments
9:00 – 10:30 AM
• SEC Commission & Staff Changes
  – Leadership focus
• SEC Reporting in the COVID-19 Environment
  – Corp Fin Disclosure Topic No. 9, 9A
  – Non-GAAP measures
  – COVID-Related SEC enforcement actions
• SEC Financial Disclosure Rulemaking
  – Change to non-accelerated filer definition
  – New definitions of accelerated and large accelerated filers
• Amendments to Rule 3-10 and Rule 3-16
  – Guaranteed debt or debt-like securities
• Rule 3-13 Waiver requests
  – S-X Rule 3-13 relief
  – SEC staff waiver requests
• Amendments to Rule 3-05 and Article 11
  – Changes to reporting acquisitions and dispositions
  – Financial Statements of Businesses Acquired or to be Acquired
  – Reduced requirements for registration statements
  – Pro Forma information
  – Disclosure effectiveness—S-X Rule 3-05 (Acquired Business)
• Amendments to Modernize Disclosures of Business, Legal Proceedings & Risk Factors Under
  Regulation S-K
  – Adoptive and Effective Dates
  – Item 101—Description of Business
  – Item 101—Description of Business—Human Capital Resources
  – Item 103—Legal Proceedings
  – Item 105—Risk Factors
  – A Closer Look: Human Capital Management Disclosure
  – Principles-Based Disclosure
• Changes to the Definition of Accredited Investor & Qualified Institutional Buyer
  – SEC Expands the definition of “Accredited Investor”
• Direct Listings on the New York Stock Exchange
  – Overview of Listing Standards Applicable to Direct Listings
• Modernizing Disclosures for Banking Registrants
  – Industry Guide 3 replaced
  – Codification and elimination of certain Guide 3 disclosures
• Amendments to Modernize & Simplify Certain Parts of Regulation S-K
  – MD&A and other financial disclosure requirements
• Inline XBRL
  – Other rule changes:
     – E signatures
     – Cover Page and 2019 amendments

Break
10:30 – 10:40 AM

Key SEC Developments (continued) 
10:40 AM – 12:25 PM
• SEC Interpretive Guidance
  – Key performance indicators and metrics in MD&A
• Critical Audit Matters (CAMs)
  – Applicability of CAM Reporting
  – Communication
  – Will auditors disclose “original information”?
  – Language used in communicating CAMS
  – Early preliminary observations
• SEC Interpretive Guidance—SPAC Mergers
  – Special Purpose Acquisition Companies (SPACs)
  – Current practice matters related to reverse mergers with SPACs
• Cybersecurity
  – Disclosures
  – SEC enforcement priority
• Legislative Update
  – JOBS Act 3.0
  – Regulatory outlook—Biden administration
• FASB ASC Updates
  – Credit Impairment (ASC326)
• SEC Staff Comments & Trends
  – SEC staff focus areas
  – ASC 606, Revenue from Contracts with Customers
  – Non-GAAP measures
  – MD&A
  – Goodwill issues
• CARES Act Accounting Issues
  – Paycheck Protection Program (PPP)
     – Borrower and lender accounting
– Loan Modifications related to COVID-19
– Main Stream Lending Program (MSLP)

Lunch
12:25 – 1:10 PM

ESG & Financial Reporting
1:10 – 2:40 PM
Environmental, Social and Governance (ESG) performance, reporting and assurance has gained center stage around the world as organizations seek to better understand the needs and concerns of a variety of stakeholders, improve their own performance and better communicate their ability to create long term sustainable value. In addition, the SEC, FASB, IASB and other regulators are also focusing on how companies can better disclose ESG issues. Finance and accounting professionals can play a valuable role in adding value as their organizations start, evolve and continuously improve their ESG related activities by:
• Learning about the latest pressures, drivers and application of ESG activity that enhance
  organizational value and sustainability for key internal and external stakeholders
• Gaining insights into the most current ESG reporting techniques and leading practices as well as
  reporting frameworks and standards used by leading organizations globally
• Understanding internal control aspects and third party assurance

Break
2:40 – 2:45 PM

FASB Update
2:45 – 4:00 PM
• FASB Current Active Agenda
• Recently Completed Projects & Related Implementation Issues
• Recently Issued Exposure Drafts & Other Formal Projects 
• Accounting Updates with Upcoming Effective Dates
• Disclosure Effectiveness
• Simplification Projects
• EITF Update

Break
4:00 – 4:05 PM

Special Purpose Acquisition Companies (SPAC)
4:05 – 5:20 PM
In the past several years, and particularly over the past several months, SPACs have grown and matured significantly. This has opened a viable alternative and expedited path for private companies to access the public markets. This is also a potential avenue for public companies when disposing of a business unit or doing a “carve out.” This session will focus on:
• Overview & Benefits of a SPAC
• Lifecycle of a SPAC
• SEC Registration Process
• Financial Accounting & Tax Considerations for the Acquisition Transaction
• SEC Reporting for the Acquisition Process
• Financial Accounting & SEC Reporting after the Acquisition
 

DAY TWO AGENDA

SEC Enforcement Issues
8:45 – 10:15 AM
• Leadership Changes & New Era in SEC Enforcement Policy
• SEC Response to COVID-19
• SEC Enforcement Actions and Penalties
• SEC Enforcement Overall Results of 2020
• SEC Enforcements Trends
• Sources of Investigations
• SEC Whistleblower Program Update & Awards
• Arsenal of SEC Enforcement Weapons
• SEC Investigation Process
• Financial Reporting & Disclosure Enforcement Trends
• Best Practices for Accounting & Reporting Compliance
• Common Mistakes Public Companies Make in SEC Investigations
• Financial Reporting and Audit Group
• Recent Accounting and Reporting Cases
• Litigated Financial Fraud & Auditor Cases
• FCPA Trends & Recent Cases
• SEC Focus On Cyber: Disclosure, Internal Controls, Cryptocurrency, etc.
• Insider Trading—Recent Cases
• Recent Cases Against Individual Auditors & Accountants

Break
10:15 – 10:20 AM

Public Company Auditing Update
10:20 – 11:35 AM
• PCAOB 0rganizational Update
  – Leadership
  – Goals set out in the PCAOB’s 2020 - 2024 strategic plan
  – Publication Highlights During 2020
• Inspections Update & Outlook for 2021
• Reporting & CAMs
  – What auditors communicate about CAMs
  – Learnings from first year of CAM reporting for large accelerated filers
  – Audit reports issued to date
• Internal Controls over Financial Reporting
  – ICFR considerations – review controls
  – Internal Control over Financial Reporting (ICFR) considerations
  – Evaluating control deficiencies – reminders
• SEC Report of Investigation Regarding Certain Cyber-Related Frauds Perpetrated Against Public
  Companies and Related Internal Accounting Controls Requirements
  – SEC Report of Investigation
• PCAOB’s Current Standard-setting Activities
  – Standard setting updates
  – PCAOB’s research agenda
  – Strengthened requirements related to auditing accounting estimates and fair value measurements
  – New standard addressing the use of specialists
  – The quality control standards landscape is changing – Current PCAOB standard-setting activities
  – Use of other auditors
  – Independence

Break
11:35 – 11:40 AM

Reference Rate Reform: Accounting and Operational Considerations
11:40 AM – 12:40 PM
The upcoming phase-out of the London Inter-bank Offered Rate (LIBOR) in favor of alternative reference rates will lead to extensive changes to global finance. LIBOR is used extensively in the US and global markets as a reference interest rate in a broad range of financial instruments and commercial agreements, but banks are encouraged not to trade in LIBOR instruments after 2021. The Intercontinental Exchange is expected to continue to publish the LIBOR rate through June 2023 to be responsive to legacy contracts.  Regulators in various jurisdictions have been working to replace LIBOR and other interbank-offered rates with reference interest rates that are more firmly based on actual transactions from liquid markets. While there are replacement reference rates in place, obstacles are preventing many participants from taking action. The transition to new reference interest rates will require countless contracts, such as derivative contracts and variable rate debt agreements, to be modified. Accounting changes to contracts stemming from reference-rate reform could be costly and burdensome to apply and could have significant effects on financial reporting, including increased earnings volatility. This session will focus on the accounting impact from the LIBOR transition, including:
• Hedge Accounting & Inventorying All Hedge Accounting Elections
• Debt Agreements & Modifications
• Discount Rate Development Applied in Key Models Such as Lease Accounting & Fair Valuation
• Establishing a Process to Inventory Applicable Instruments, Implementing Controls to Ensure Any
  Practical Expedients Elected are Eligible
• Updated Transition Guidance

Lunch
12:40 – 1:25 PM

Communications with Stakeholders—Panel Discussion
1:25 – 2:40 PM
This panel discussion will include investor-relations experts, an audit-committee chairperson, SEC legal counsel, and a representative from a stock exchange, who will discuss their recommendations and experiences for best practices relating to companies' communications with stakeholders.

Break
2:40 – 2:45 PM

Internal Controls—Hot Topics
2:45 – 4:00 PM
This session will provide an update on current trends associated with a company’s internal control environment and expectations for public companies to maintain documentation of the execution of processes and controls based on recent guidance and enforcement action from the Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board (PCAOB).
Topics that will be discussed include:
• Documentation Expectations Associated with Management Review Controls
• Considerations Associated with Information Produced by the Entity
• IT System Implementation Considerations
• Service Organizations & Controls Reports
• Monitoring Activities & Evaluating Deficiencies
• Using Digital Audit Techniques

Break
4:00 – 4:05 PM

Frequently Encountered Accounting and SEC Reporting Topics
4:05 – 5:20 PM
This session will focus on complex and challenging accounting and SEC reporting topics that are frequently encountered by accounting professionals of public companies. Discussion will include:
• Latest Developments in Business Combinations, including Goodwill & Impairments
• Accounting for Income Taxes, including Estimating Annual Effective Tax Rate
• Use of Non-GAAP Measures
• Going Concern Issues
• Contingencies
• Segment Reporting
… and more

Conference Ends
5:20 PM