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Holiday Reading ...


FEI staff at our annual holiday party 12.18.09

This holiday season, there's no lack of interesting material to read (and listen to) before and after opening your presents, courtesy of the FASB, SEC, IASB and PCAOB!

Yesterday, the SEC released transition guidance on its new proxy disclosure rules on risk, compensation and governance. As noted by Broc Romanek last week in TheCorporateCounsel.net blog, the "Big Question" about the new rules approved by the SEC last week was "when do they take effect." The transition guidance issued today, in the form of a Corp Fin Compliance and Disclosure Interpretation entitled Proxy Disclosure Enhancements Transition, presumably is aimed at addressing that question.


Also yesterday, the SEC posted for public comment proposed amendments to Rule 163. As noted in SEC's press release, the proposal would further facilitate the ability of certain large companies (those meeting the SEC's definition of Well Known Seasoned Issuer or WKSI) to communicate with broader groups of potential investors and gauge the level of interest in the market for their securities offerings, by allowing them to authorize an underwriter or dealer to communicate with potential investors on their behalf about potential securities offerings prior to filing registration statements for such offerings.

Under current rules, as noted in the press release, WKSIs are permitted to communicate directly with potential investors before filing a registration statement, but cannot authorize an underwriter or dealer to communicate with potential investors on their behalf. As also noted in the press release: "A WKSI is an issuer that is current and timely in its Exchange Act reports for at least one year and has either $700 million of publicly-held shares or has issued $1 billion of non-convertible securities, other than common equity, in registered offerings for cash in the preceding three years." The comment deadline on the proposal is 30 days after publication in the Federal Register.


Further, as reported last week, the SEC announced that it has reopened the comment period on its proposal on Facilitating Shareholder Director Nominations; the 30-day comment period ends Jan. 19, 2010.


For those of you interested in FASB updates, a new version of FASB's Update was issued last week called FASB Update - Financial Statement User Edition. In addition, four proposed Accounting Standards Updates were released for comment by FASB last week, emanating from EITF consensuses, and each carries a comment deadline of Feb. 12, 2010: (1) Proposed ASU: Receivables (Topic 310): Effect of a Loan Modification When the Loan is Part of a Pool That is Accounted for as a Single Asset; (2) Proposed ASU: Financial Services - Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts; (3) Proposed ASU: Entertainment - Casinos (Topic 924): Casino Base Jackpot Liabilities; (4) Proposed ASU: Compensation - Stock Compensation (Topic 718): Effect of Denominating the Excercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.



In other news yesterday, the PCAOB posted on its website a Summary Report of its Office of Internal Oversight and Performance Inspections (IOPA) on: International Inspections. (See IOPA summary report.) And as we reported last week, the PCAOB released for comment reproposed risk assessment standards, with a comment deadline of March 2. Separately, the PCAOB announced yesterday that it is launching an Academic Fellowship Program (presumably, analogous to SEC's Academic Fellow program).



On the IASB front, the December, 2009 IASB Update was posted yesterday. Separately, in what may be a first for a standard-setter/regulator that I can recall, IASB Chairman Sir David Tweedie posted a holiday message entitled A Message of Thanks, which reviews major accomplishments of the past year, and closes: "2009 has been a challenging year, but one that has also resulted in improvements to financial reporting and continued progress along the path towards global standards. I wish you all an enjoyable break and thank you for your continued support and cooperation."

And of course, there's no shortage of blogs to read. Check out some that we frequent ourselves, in the blogroll on the right side of this blog. Among the many excellent blogs out there, we often turn to TheCorporateCounsel.net and Securities Mosaic Blogwatch for up to the minute securities news. And among other go-to blogs, we'd like to thank Francine McKenna of Re: The Auditors and Prof. David Albrecht of The Summa for citing the FEI blog among others in Albrecht's recent post, featured also by McKenna, A Vote for Blogs, and note our appreciation to forensic fraud investigator Tracey Coenen, author of BloggingSuits.com, for recent nice words about the FEI blog. You can also get insights from a wide variety of accounting blogs at AccountingWeb Blogger's Crew. A new entrant to the blogging scene is the BNA Accounting Blog.

And Twitter! - don't get me started about Twitter - there are so many great folks out there who have provided great leads and great wisdom in 140-characters or less; you can follow the FEI blog on twitter at www.twitter.com/feiblog. For the unintiated (and the initiated get a kick out of it too), Jon Stewart did a great bit on Twitter last March, it's since been taken off YouTube and even Comedy Central's website, if anyone has a link to it, please post in a comment.



Lights, Camera, Action!
Joining the ranks of regulators and standard-setters offering archived podcasts of board meetings and roundtables (with the PCAOB's podcasts for the past few years being on the leading edge of that movement), the IASB announced this week that it will offer Podcast Summaries of IASB Board Meetings. The podcast summaries will be prepared by IASB staff, and are designed to be short summaries, lasting approximately 30 minutes. The IASB's podcasts will be available on http://www.iasb.org/ and, on a delayed basis, on iTunes. (Maybe one day we'll see an iPhone app with all things IASB; remember, you read it here first!)


If you are really ready to tune into something on the cusp of Web 3.0, check out the FASB Research Initiative (FASRI) Roundtables in the virtual world of Second Life. Even if you don't know an Avatar from an elevator, you can watch the live or archived roundtables - which are conducted in Second Life - via webcast. Visit the FASRI Roundtable Calendar for upcoming events, such as the Jan. 12 roundtable featuring IASB Board Member Jim Leisenring. Past events are also listed, with many featuring FASB and IASB board and staff members, leading academics, and featured guest speakers, including Microsoft's Bob Laux, who spoke on "The Preparer's Perspective" in July. Once you find the date of the program you'd like to watch, go to the FASRI viewer, click on the "On Demand" button that will appear at the bottom of the viewer (after the HBO-signature-like static disappears) and click on the date of the program you wish to watch (if it is an archived program). FASRI also has a blog and other information, check it out at http://www.fasri.net/. FASRIā€™s Director is Prof. Robert Bloomfield, Professor of Accounting at Cornell University. Round Table Discussions are run jointly by Prof. Bloomfield and the FASB Research Fellow, Jeffrey Hales.


And, if you'd like to see what CPA's are doing in Second Life, check out http://www.cpaisland.com/. There, you can learn about programs held on CPA Island, a portal in Second Life developed by the cutting edge folks at the Maryland Association of CPAs (MACPA).


Getting back to holiday programming... if you've read this blog for a few years, you'll know we're a fan of The Singing CPA By day, he's mild-mannered CPA Steven Zelin, featured on the front page of the WSJ last year, and in this WSJ.com video. Zelin's album, "No Accounting for the Holidays," makes a great stocking stuffer (and party entertainment!). He has been gracious enough to provide the FEI blog with some exclusive clips to share with you, including, The Most Deductible Time of the Year, Joy To The World, The Client's Paid, Hava Tequila, and Go Home Ye Weary CPAs. Info about ordering Zelin's music (or arranging personal appearances) can be found on his website, http://www.thesingingcpa.com/. And yes, there is also a group called The Singing Lawyers (John and Debbie Orenstein - no relation to me or my library director husband) - although watch this space, you may see a song or two from me in the new year.


Happy Holidays!
Although we're not done reporting on year-end news, we thought we'd take this opportunity to wish all our blog readers a Happy Holiday Season! Pictured here is a photo from FEI's annual holiday party which took place last week at the Headquarters Plaza Hotel in Morristown, NJ. Our NJ HQ office staff always enjoy being joined by staff from our Washington, D.C. Government Affairs office for the annual gift (re-gift) exchange, and this year was no exception, with the most wanted items including the ever-popular White House Christmas Ornament, the regifted 1989 Happy Holidays Barbie, and Susan Boyle's Debut CD (from the Britain's Got Talent/YouTube sensation). We received a holiday present from FEI, along with candy provided by this year's FEI Chairman, Jerry Urich, Director, External Reporting and Compliance, The Hershey Company.


In keeping with the spirit of the holiday season, FEI staff also brought to the party personal donations of clothing, food and other items, amounting to three large boxes of goods, donated immediately after the party to The Market Street Mission.


Public service announcement (I remind you of the disclaimer on the right side of this blog): As we head into year-end, and the attendant holiday parties (and busy season), remember: friends don't let friends drive drunk. And, friends don't let friends drive drowsy, so put down the Codification, or your IFRS-to-GAAP translator, or Code of Federal Reg's, and have a Happy Holiday Season!
Posted: 12/23/2009 12:01:00 AM by Edith Orenstein | with 0 comments


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Edith Orenstein