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To discuss how two recent court decisions applied the materiality standard concerning information disclosed to investors and the definition of a “reasonable investor”.

Explains the origins and evolution of the materiality standard and the “reasonable investor” paradigm, discusses the difficulty in applying the materiality standard in the absence of a clear definition of the “reasonable investor”, and addresses potential implications of two 2016 cases, Flannery v. SEC and United States v. Litvak, on whether materiality should be applied on a subjective, rather than objective, basis and evidentiary burdens in proving materiality.

Flannery and Litvak suggest that, in assessing what information is material to a “reasonable investor”, courts may place increasing weight on the relative sophistication of investors, the types of securities and the nature of the markets in which they are investing, and types of information investors in those securities and markets typically consider to be material.

Informed analysis by experienced practitioners in capital markets, financial services and securities litigation.

Part II contrasts the views of materiality in the Conceptual Frameworks of the IASB, FASB, IPSAS, and other framework such as the Integrated Reporting. In particular, it analyzes at what level and how differently that concept interacts with the qualitative characteristics of financial information in each of those frameworks. It looks at its pervasiveness and entity specificity, the interlock with the concept of relevance, reliability and faithful representation, completeness, understandability, neutrality, and drills down to the link to recognition.

This part then compares the definitions of materiality in different standards and contexts, to then draw a taxonomy of materiality and its attributes, such as the subject matter, thecontext of assessment, the addressees, the assessor, and the materiality test. A large part of the analysis involves the comparison between legal definitions of materiality and characterizations in the accounting, financial, and larger management contexts.

In the aftermath of the Enron scandal, the critics of free enterprise have blamed this system for inflated and out of control executive salaries, particularly those of the chief executive officer (CEO). The present paper defends the marketplace against these charges. In section I we argue that the market has passed the Enron test with flying colors. Section II gives the background of the financial situation relating to CEO salaries. Sections III and IV are devoted to, respectively, the tax court and the appellate court; section V looks at the reaction of the former to the latter; and in section VI we defend the “independent investor” test. We look at this issue from a political economic perspective in section VII and conclude in section VIII.

Materiality is an ill‐defined yet important concept in auditing. However, lack of an auditing guideline exposes auditors to possible litigations due to failure to detect material misstatement in the financial statements. This paper assesses decisions by UK courts on materiality thresholds. The results from 28 selected cases failed to reveal any consistency in the adoption of materiality thresholds. A guideline is urgently needed by the Auditing Practices Board to increase consistency in decisions on material transactions/events.

To review and analyze the implications for rendering opinions in connection with the sale of securities in the wake of the US Supreme Court’s decision in Omnicare, Inc. et al. v. Laborers District Council Constr. Ind. Pension Fund, et al.

Analyzes the Omnicare holding and dissent in light of past practices and decisions and discusses how the case changes the risks of liability for rendering opinions in registration statements, and by necessary implication in other contexts where the securities laws proscribe either the statement of untrue “facts” or, by omissions, the making of misleading “statements.”

Omnicare opens issuers and securities professionals to liability for rendering opinions that are not reasonably based in facts and rationality. Because the measure of such reasonableness depends on the reasonable investor, makers of opinions will need to take more matters into consideration in rendering opinions than they might have previously, when the only test of an opinion was whether it was genuinely believed by its maker. This creates a number of unresolved issues, but it also suggests that prudence will dictate more detailed disclosure and documentation of the bases of opinions than has been thought necessary until now.

Practical guidance from experienced securities and financial services lawyers.

The authors evaluate the preferences of retail investors with regard to the investment in structured financial products. The purpose of the paper is an analysis of the relative importance of key product attributes namely the issuing bank, the product structure, the associated costs and the disclosed risk.

The authors conduct a choice-based conjoint analysis, based on an online experiment. Participants judge their preferences for products which are presented by shortened key information documents according to the requirements of EU regulation.

Investors consider the costs and the product structure to be most important, whereas the issuer and information on risk are of less interest. Their preferences depend on their (self-evaluated) expertise: while inexperienced retail investors concentrate on costs, experienced investors pay more attention to the product structure.

The study is limited to a subsegment of the market, the discount certificates. For these products, issuing banks gain insight into the attractiveness of their products. Furthermore, the study carries implications for regulators: since investors emphasize the costs in their decisions, an unbiased disclosure of costs should be enforced.

While the recent literature has studied preferences for the investment in mutual funds, this is the first paper which directly analyzes the drivers of an investment in structured retail products.

This paper aims to examine the influence of sustainability assurance report format (separate versus combined with financial information assurance) and level (limited versus reasonable) on nonprofessional investors’ judgments.

This study uses a 2 × 2 between-participants experiment with 436 US nonprofessional investors. The authors manipulate sustainability assurance report format and level to identify differences in judgments of information credibility, investment desirability and investment amount.

This study finds that sustainability assurance level influences participants’ judgments only when the financial and sustainability assurance reports are presented separately. Specifically, participants assess sustainability performance information as more credible and make higher investment judgments when presented with a separate limited, as opposed to reasonable, assurance sustainability report.

The International Auditing and Assurance Standards Board expressed concerns regarding whether assurance reports accompanying emerging forms of extended external reporting (EER) effectively communicate the level of assurance provided by the independent practitioner. The result that assurance level does not influence investor judgments in the combined reporting format appears contrary to the idea that integrated reporting should provide connectivity between financial and sustainability information. The finding that investors make higher investment and credibility judgments with limited assurance is inconsistent with the intent of sustainability assurance professional guidance and recent research results. Together, the findings suggest that investors may not be able to distinguish between differing levels of sustainability assurance when this information is presented in a combined report format.

Standard setters should consider how sustainability assurance report format and assurance level impact nonprofessional investor judgments.

Research on the effects of EER assurance report format is sparse. The results indicate that even slight changes in assurance report wording may cause investors to perceive that a limited assurance report conveys a higher assurance level than a reasonable assurance report.

The Foreign Corrupt Practices Act (FCPA) of 1977 and its amendment – the Trade and Competitive Act of 1988 – are unique not only in the history of the accounting and auditing profession, but also in international law. The Acts raised awareness of the need for efficient and adequate internal control systems to prevent illegal acts such as the bribery of foreign officials, political parties and governments to secure or maintain contracts overseas. Its uniqueness is also due to the fact that the USA is the first country to pioneer such a legislation that impacted foreign trade, international law and codes of ethics. The research traces the history of the FCPA before and after its enactment, the role played by the various branches of the United States Government – Congress, Department of Justice, Securities Exchange commission (SEC), Central Intelligence Agency (CIA) and the Internal Revenue Service (IRS); the contributions made by professional associations such as the American Institute of Certified Public Accountants (AICFA), the Institute of Internal Auditors (IIA), the American Bar Association (ABA); and, finally, the role played by various international organizations such as the United Nations (UN), the Organization for Economic Cooperation and Development (OECD), the World Trade Organization (WTO) and the International Federation of Accountants (IFAC). A cultural, ethical and legalistic background will give a better understanding of the FCPA as wll as the rationale for its controversy.

The purpose of this paper is to explain changes to the SEC rules governing private offerings of securities, permitting general solicitation and general advertising in certain private placements conducted under Rule 506 of Regulation D under the US Securities Act of 1933, and amending Rule 506 to disqualify certain “bad actors” from private placements conducted under the rule.

The paper explains the new Rule 506(c), which removes the prohibition on general solicitation and general advertising provided that all purchasers are accredited investors and the issuer has taken all reasonable steps to verify that they are accredited investors. The paper explains the final rules relating to bad-actor disqualifications, and also explains several amendments to Regulation D that the SEC has proposed to give the Commission additional insight into the market and help prevent potential fraud.

In adopting these rule amendments simultaneously, the SEC balanced the often counterpoised considerations of promoting capital formation and protecting investors.

Issuers engaging in offerings under the new Rule 506(c) must develop adequate processes to verify the accredited investor status of purchasers and to identify bad actors as defined in the rule.

The paper provides practical guidance from experienced financial services lawyers.