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To analyze the SEC’s newly adopted Rule 498 A, the variable contract summary prospectus rule, and concurrently adopted prospectus disclosure requirements in order to propose to insurance companies issuing variable contracts a project implementation plan for companies seeking SEC approval for summary prospectuses compliant with the new rules.

Discusses the history, requirements, effects, and expected implementation timeline of the new rules, then offers a detailed project plan and timeline for compliance.

The Rule does not require insurers to use summary prospectuses, but there are several compelling reasons for doing so. The Rule allows insurers to use a new concise and brief selling document, and by so doing to begin generating very significant cost savings as soon as May 1, 2021. The article provides a detailed implementation plan for insurance companies that want to comply with the new prospectus disclosure requirements and implement policies and procedures to begin using summary prospectuses.

A coordinated project implementation plan like that outlined in the article might assist insurance companies to make the requisite statutory prospectus revisions and prepare and obtain SEC approval of summary prospectuses by May 1, 2021.

Analysis from experienced attorneys who frequently advise insurance companies issuing fixed and variable annuities, and assist clients in navigating the complex regulatory requirements governing insurance and securities products.

The purpose of this paper is to explain the SEC's proposal to require domestic and foreign public companies that prepare their financial statements in accordance with US GAAP to file financial statements contained in registration statements and periodic reports in an interactive data format using XBRL, or “eXtensible Business Reporting Language”.

The paper explains the purpose of XBRL, provides an overview of the SEC's proposal, discusses the consequences of noncompliance, and explains the SEC's “bifurcated” approach to filers' liability for the interactive data they are required to provide.

XBRL, like the other electronic formats currently used by registrants in their SEC filings, defines or “tags” data using standard definitions. The SEC believes that financial reporting based on the XBRL format would create new ways for investors, analysts, and others to retrieve and use financial information in documents filed with the SEC. XBRL tagging of financial statements most likely represents only the SEC's first step in moving toward more widespread adoption of XBRL reporting.

The paper contains practical guidance by experienced securities lawyers.

This article examines the comprehensive amendments recently adopted by the US Securities and Exchange Commission (SEC) to its accounting and other rules that govern financial statement filing requirements for significant business acquisitions and dispositions.

The article provides an in-depth analysis of the rule changes in the context of the SEC’s attempt to balance the right of investors to obtain adequate information about the impact of an acquired or disposed business on an SEC registrant against the filing burdens that can result from over-identification of acquisitions or dispositions as material to the registrant based on the SEC’s “significance” tests.

The rule amendments bring enhanced coherence to a reporting framework that has been characterized in part by inconsistencies, gaps, unreliable valuation principles, and ambiguities. The amendments contribute to the SEC’s ongoing disclosure effectiveness initiative by updating, clarifying, and codifying many requirements that had developed piecemeal in market practice or through guidance issued by the SEC’s staff.

This article provides expert guidance on a major SEC disclosure requirement from an experienced securities lawyer.

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.

Believes that the rapid development of the market system in the People’s Republic of China should encourage Chinese certified public accountants (CPAs) to examine themselves and recognize the importance of exercising due professional care, in order to develop in an international and healthy manner. Because the time of reconstructing the CPAs system in China is short, most attention is paid to how the CPAs profession can develop rapidly and to general professional management. However, the lack of consciousness of what “due care” is and what comprises the legal standards of due care contributes to confusion about its role. Feels that in order to promote the consciousness of audit liability, the law needs perfecting, and technical standards, audit theory, and court procedures need improvement before resolution of the auditors’ liability issue can be achieved.

The purpose of this paper is to examine the basis of the complaints against banks which sold private label securities to Fannie Mae and Freddie Mac before the financial crisis. The examination shows that all but one of the cases was settled out of court. Nomura and RBS went to court, but the case against them was based on dubious evidence and on strict liability which only enabled the judge to set aside relevant evidence. The Securities and Exchange Commission’s evidence against senior executives of Fannie and Freddie shows that they deliberately purchased PLSs based on subprime loans to meet the government’s housing targets.

The research was based on publicly available documents, including details of the Federal Housing Finance Agency’s (FHFA) complaints against the banks in question, the settlement agreements published by the DoJ, FHFA and SEC. Furthermore, it includes documentary evidence from the Financial Crisis Inquiry Committee and Senate Committees, the full transcript of the trial, opinions of the judge for the trial and the judgement.

The findings are that many have concluded that settlements out of court fail to satisfy the demand for justice. They have been criticised as a trade-off between the prosecutor and the bank, with a view that the imposition of large fines is to pay back taxpayers’ money spent on rescuing the banks, rather than punishing those responsible. Such fines do little, if anything, to change the behaviour of banks. As a result, the Department of Justice issued a memorandum on 9 September to focus on individual accountability for corporate wrongdoing. It remains to be seen how many cases against senior executives will result from the change in direction.

The implications of the research are that it is important even in the aftermath of such a serious if not devastating financial crisis to ensure that the laws are properly applied and can stand up to any challenge that it has been stretched to obtain the results the administration of the day wants to see. In addition, care must be taken over both the imposition of large fines and the use to which the monies should be put. All the parties involved in bringing about the crisis should be held to account. The major cases against the banks have almost all been “resolved”. A change in direction has now taken place.

The practical implications of holding individuals to account should now be tackled. It requires a careful examination of the laws and regulations already in place to ensure that it is clear within a bank as to who is responsible for what. It will only be possible to hold senior individuals to account if the laws are clear and if all the evidence is not hidden. It may also require a review of the contracts under which senior executives are employed, because to remove a person from his post and then find that he still has a large pension pot and bonuses due may not result in justice either. A delicate balancing act is required because banks require highly competent and motivated individuals to run them.

If a very large fine is imposed on a bank, the shareholders and customers pay. The shareholders will mostly own the shares through their pensions and their savings in mutual funds.

There have been few studies of all the cases against the banks brought by the DoJ and FHFA and still fewer have recognized the fact that government housing policy was the source of the extent of the subprime mortgages.

The purpose of this paper is to recognize the benefits of the initial coin offering (ICO) as a way of raising funds and to present a detailed comparison between the ICO and the initial public offering to realize the future possibilities that this new funding method holds.

It is an exhaustive review of the ICO, the mechanism of crowdfunding, the blockchain technology behind it, benefits and current shortcomings of the ICO, and the potential future development of the ICO as a convenient and efficient way of raising capital.

ICOs have brought billions of dollars of funding to startups and projects worldwide in less than two years. Concurrently, many successful ICOs yielded extremely high returns to investors and believers of this new way of funding businesses.

While the ICO is a revolutionary vehicle for business funding, it has raised concerns among users as well as potential investors about its risk and lack of regulation. The future of this innovative funding method highly depends on further development and placement of appropriate regulatory supervision, better understanding of risk and benefits and attaining the confidence of users.

This is a review of the advantages and drawbacks of the ICO. If the current fraud, market and cybersecurity risks can be mitigated and standardized regulations are developed, the ICO has a future to become an established way of capital funding or even replace the existing options, regardless of the size and age of companies.

This study aims to examine the effect of reducing disclosure and auditing requirements on audit quality, auditor effort and auditor conservatism. The Jumpstart Our Business Startups (JOBS) Act of 2012 is used as a setting for this research. The JOBS Act aimed to boost economic growth by easing emerging growth companies’ (EGCs) access to capital markets. The Act provides scaled disclosure and auditing provisions and exemptions for EGCs.

Using data from Capital IQ, CRSP and Audit Analytics on EGCs and matching non-EGCs between 2012 and 2018, this study assesses the effect of such reduced disclosure and audit requirements on audit quality, auditor effort and auditor conservatism.

The findings denote that while audit quality and auditor effort are lower for EGCs, auditor conservatism is not different for EGCs as compared to non-EGCs.

This study expands the current research by providing evidence on the impact of reduced reporting and auditing requirements on auditor conservatism and audit quality, in addition to auditor effort in EGC engagements.

The purpose of this paper is to explain the announcement and no‐action letter of December 11, 2012 from the Securities and Exchange Commission (“SEC”) Division of Investment Management lifting the moratorium on the use of derivatives by actively managed exchange‐traded funds (ETFs) but continuing the moratorium on use of derivatives by leveraged ETFs.

The paper explains the background, including the moratorium that went into effect as the SEC conducted a review of the use of derivatives by mutual funds, ETFs and other investment companies; the lifting of the moratorium; two representations ETFs that propose to use derivatives must make in their exemptive applications to the SEC; the implications for ETFs that make those representations; and the next steps for ETFs currently in the exemptive applications process.

While it does not mean the end of the SEC staff's review of derivative usage by ETFs generally, the lifting of the moratorium is a welcome development that restores actively managed ETFs' ability to compete largely on an equal footing with other vehicles in many investment strategies.

While the representations do not appear to impose substantive new disclosure requirements for ETFs, the difficulty, if any, could be that these representations will now be required by the terms of the exemptive relief on which they rely for all their operations.

The paper provides practical advice from experienced financial services lawyers.

This paper investigates the relationship between audit quality (as measured by auditor size and industry specialization) and earnings management (as measured by unexpected accruals) for Taiwan IPO firms.

First uses unexpected accruals in the modified Jones model to measure earnings management in the IPO process. Then uses auditor type (big five versus non‐big five) and industry specialist to measure audit quality. The hypothesis predicts that Taiwanese firms with higher quality auditors engage less in earnings management in the IPO process. The sample consists of 367 new issues between 1999 and 2002 from the Taiwan Economic Journal database.

It is found that big five auditors are related to less earnings management in the IPO year in Taiwan. This shows that higher quality auditors constrain earnings management for Taiwan IPO firms.

The finding shows that high quality auditors constrain earnings management and provide more precise information. This is important, given that management has incentive to engage in earnings management in the IPO process to garner greater proceeds and at‐issue earnings management is negatively related to post‐issue earnings performance and stock returns.

The research might be of interest to investors in IPO firms, given that at‐issue unexpected accruals are opportunistic.

The study contributes to the literature in that it shows that audit firm size is an important determinant in earnings management for Taiwan IPO firms.