The U.S. Securities and Exchange Commission
Corporate filings & disclosure and law enforcement
BACKGROUND
Jan. 2014, SEC judge bars "Big Four" China units for six months over audits. It is not the first time SEC sued Chinese units of the global "Big Four" accounting firms for the reason of “willfully” failing to give U.S. regulators the audit work papers of companies under investigation for accounting fraud. Although the four firms intended to appeal against the ruling and can continue to serve all their clients without interruption, these SEC actions may cause a wave of Chinese listings in the United States and U.S. multinationals with Chinese operations drowning in a hall of a pickle.
What impact does SEC judge on Big Four’s auditing?
What are the frequent top-contender areas for SEC comments?
What’s the difference between SEC and accounting standards?
What’s the criterion of quality disclosure?
What kind of violations may prompt SEC investigation?
What kind of enforcement action SEC can take?
How to deal with？
……
F-Council invites experts from PricewaterhouseCooper to give you answers.
SPEAKER
Jonathan Chen, CPA, CFA
Partner, Accounting Advisory Service, PricewaterhouseCooper
Jonathan has extensive experience in providing accounting advisory, auditing and financial due diligence services with PricewaterhouseCoopers. Currently, Jonathan is with PwC’s Capital Market and Accounting Advisory Service Group (“CMAAS”) with a focuses on accounting advisory service. Previously, Jonathan was a senior accounting policy advisor at JPMorgan in New York and a financial advisory director at Aon Consulting. Jonathan has worked in the Boston, New York and Hong Kong offices of PricewaterhouseCoopers. In these roles, Jonathan has provided accounting advisory services to both pre-IPO companies, U.S. registrants and foreign private issuers on U.S. GAAP, IFRS and SEC reporting issues, accounting and reporting process improvement and also conducted financial due diligences for corporate financial buyers
Jonathan is a Certified Public Accountant in the United States and a member of the American Institute of Certified Public Accountants. He is also a CFA Charter Holder and a member of the CFA Institute.
Zach Noling
Senior Manager, PwC Zhong Tian LLP
Zach has been with PricewaterhouseCoopers Zhong Tian LLP, the People’s Republic of China member firm in the PwC network, since 2011. His background with PricewaterhouseCoopers LLP in the U.S.A., prior to his work with PwC’s China firm, included 5 years in Philadelphia, Pennsylvania and 2.5 years in Charlotte, North Carolina. His experience in the U.S.A. included leading, planning, and executing audit and other services for large multi-nationals and smaller domestic issuers in the manufacturing, retail, cable television, construction, and utilities sectors. He is multidisciplinary, with public and private company audit experience on large and small manufacturing, retail, entertainment, technology, and internet-based companies, experience with bankruptcy & re-audit situations, tax process improvement and business process control optimization experience, instructional and training experience , and experience in delivering comprehensive services across the PwC network (e.g. tax, trade, shared services, sustainability).
Representative clients have included Ingersoll Rand plc, IKON Office Solutions, Adelphia Communications, Time Warner Cable, Logitech SA, Ku6.com (a major Chinese internet video portal), Shanda Games Limited (a Chinese online gaming company), Project Kingdom (a Chinese online gaming company), 99Bill Limited (a Chinese online payment processing company), Cloudary (a Chinese online and offline publisher), and a number of technology or internet-focused clients for consulting services.
He is articulate with U.S. GAAP, the rules and regulations of the SEC, and has experience in IFRS technical accounting and IFRS conversions. He is a licensed C.P.A. in the State of North Carolina and a member of the American Institute of CPAs.
In China, his experience includes delivery of audit and non-audit services to dynamic and fast-growing U.S.-listed Chinese companies (or those in the pre-IPO stage). He has focused on implementation of complex GAAP requirements and SEC rules, particularly for technology or Internet-focused businesses in the Chinese market. He also delivers audit and non-audit services to the Chinese arms of three large multi-nationals in the manufacturing, automotive, and computer hardware sectors.
SCHEDULE
15:00 Opening
15:05 The U.S. Securities and Exchange Commission Corporate filings & disclosure and law enforcement
1、SEC overview - leadership, scope of responsibilities, and organization
2、Filing reviews – the Division of Corporation Finance
- - Overview
- - Filing review process – how it works
- - Facts and statistics
- - Common areas for SEC comments
- - Example SEC comments and responses
3、Law enforcement activities – Division of Enforcement
- - Overview
- - Facts and statistics
- - Common causes of investigations and enforcement actions
- - Example Enforcement actions
- - Impacts beyond companies; theories of liability
16:05 Q & A
