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1

SEC requires registrants to adhere to:

US GAAP unless they are non US-domiciled then its IFRS

2

Mission of SEC is

to protect investors, maintain fair, orderly and effiecient markets, and faciliatate capital info

3

A foreign private isuer is any foriegn issure other than a foreign goverment except when:

More than 50% of the outstanding voting securities are directly owned by residents
& the majority of its executive officers or directors are US citizens, more than 50% of the assets of the issuer are located in the US, or the business of the issuer is administered principally in the US

4

Foreign firms report with:

IFRS and do not have to reconcile with GAAAP

5

SEC has how many comissioners appointed by the president?

5

6

The SEC's 4 divisions are:

division of corporation finance- oversees compliane with securities acts
divsiion of enforcement- when there is a violation this division completes the investigation
division of trading markets - oversees the secondary markets and dalers
Division of investment mangement - oversees investment advisers and investment companies

7

Office of the chief accountant most important office for:

standard setting

8

FRR=

Finanicail reporting releases - fromal pronouncements and are the highest-ranking authoritative source fof accounting for public companies

9

SAB =

Staff accounting buletins - provide the SEC's current position on technical issues while SABS are not formal they atill are of importance to FS peparers

10

1933 securities act requires

publicly traded firms offering securities for sale to the public in primary and secondary markets to file a registration statement and to provide each investor with a proxy sttatement beofre eah shareholders' meeting

11

1934 securities act regulates

trading of securities after they are issued and provides the quriements for periodic reportingand dislclsoures

12

Reg S-X Governs

form and content of financial statements and financial statement disclosures

13

REG S-K Governs

form and content of nonfinancial statement disclosures

14

Filing Deadlines:
LArge Accelerated filer
accelerated filer
non-accelerated filer

LAF = more than 700 million common equity = 10K 60 days, 10Q 40 days
AF = 75-700, 10K 75, 10Q 40
NonF= under 75 mil, 90 days 10K; 45 10Q

15

SOX 2002

REquires registrants to have annual audis of FS
Auditors are prohibited from providing nonaudit services to audit clients
Audit commiteees are required & chair has to have financial eperience
Annual filing must include a mangement's report on the internal controls
increased penalties for fraud and white collar crime

16

IASB is

london based organization formed to develop a single set of financial accounting standards worldwide

17

IASB

has no enforcement powers

18

Monitoring Board

composed of public capital market authorities , trustees of the IFRS foundation are accountable to the monitoring board

19

IFRS Foundation

governed by its trustees who represent global accounting standard setters, apoint members of IASB, IFRS advisory council, and IFRS Interpretations committee, trustees serve terms of 3 years

20

IASB

board members are an indepepndent mix of experts that have practical experience in setting accouting standards

21

IFRS are considered

more principple based and less detailed compared with the US standards which are more rule-basedRe

22

IFRS for SME simplifies financial reporting by:

Some topics and requirements are completely eliminated, several recognition and measurement aspects are simplified, IFRS for SMES requries simpler options for reporting, disclosures have been reduced to approx 10% of thos requried by the full set of IFRSs, revisions to the SME standard will be limited to once every 3 years at most

23

PRocess for IASB standard setting

is open to the public

24

NOrwalk agreement

FASB and IASB agree to converge their acocunting standards

25

IASB Framework objective:

aid in the decisionmaking of the financial statement user

26

IASB framework

lists only half the elements found in the FASB framework