In addition to providing legal advice and representation, many attorneys use their websites to offer resources that CPAs and accountants may find useful when working in highly regulated areas, such as financial reporting, auditing, and securities issuance. Orrick, Herrington & Sutcliffe LLP offers a specialized U.S. focus, while Baker & McKenzie supplies international tools.

Orrick: U.S. Financial and Securities Resources

Orrick, Herrington & Sutcliffe LLP (Orrick) represents client companies in the technology, energy, and financial industries and uses its website (http://www.orrick.com) to exhibit news and publications in these areas. One of Orrick's core values is collaboration, as evidenced by its multiple blog posts (http://blogs.orrick.com/), which generally include substantial discussions and links to related resources and documents.

Financial Industry Review (http://blogs.orrick.com/financial) is one of Orrick's finance-related blogs. Two well-developed topics are the Dodd-Frank Act and the JOBS Act, which are organized with alerts and materials, recent publications, and other resources. Dodd-Frank has been much in the news lately, leaving CPAs to wonder if Congress is going to finish working out the regulations, revise them, or terminate them (https://www.orrick.com/Practices/Structured-Finance/Dodd-Frank/Pages/default.aspx). Orrick's Dodd-Frank materials include links to the Act (HR 4173, 2010) and Securities and Exchange Commission (SEC) releases. For example, a 12-page Orrick client alert titled “Volker Rule: An Overview and Highlights of Certain Key Provisions” defines and explains the rules, exceptions, and limitations regarding prohibitions for banks to engage in proprietary trading or own interests in hedge or private equity funds (https://www.orrick.com/Events-and-Publications/Documents/Volcker-Rule-An-Overview-and-Highlights-of-Certain-Key-Provisions.pdf).

Jumpstart Our Business Startups (JOBS) Act resources include links to the JOBS Act and SEC FAQs on new registration requirements under the Act (https://www.orrick.com/Practices/Equity-Capital-Markets/JOBS-Act/Pages/default.aspx). Orrick focuses on provisions that increase the shareholder threshold for SEC registration as a public company to 2,000, allow private placements to be broadly advertised, expand the small offerings exemption to $50 million, and create a new issuer category, the “emerging growth company.” A downloadable client alert provides an overview to changes in Rule 506 solicitation provisions and the new Form D “check the box” election for Rule 506 exemptions (https://www.orrick.com/Events-and-Publications/Documents/JOBS-Act-Final-Rules-506-144A.pdf).

The Securities Litigation, Investigations and Enforcement blog has several active categories, including corporate governance, insider trading, SEC, securities fraud, and shareholder litigation (http://blogs.orrick.com/securities-litigation/). An April 2016 post, “Recent SEC Enforcement Actions and Public Commentary Demonstrate the Commission's Continued Focus on Internal Control Failures,” explores the SEC's efforts to identify, investigate, and penalize internal control failures. Key to the SEC's “success” is the Financial Reporting and Audit Task Force (FRAud Group), which looks for internal control issues in its pursuit of fraudulent or improper reporting. Additionally, the Dodd-Frank whistleblower program has contributed to internal control investigations, with almost 18% of tips related to corporate disclosures and financials (http://bit.ly/28PmFfn).

“The SEC Critiques Itself – Could Changes to SEC Enforcement Investigations Be On the Way?” covers the most recent SEC Office of Inspector General (OIG) review of SEC activities for fraud, waste, and abuse (http://bit.ly/28Pn2q6). The OIG report, linked in the blog post, discusses reviews of compliance inspections and examinations, financial management, and human resources, resulting in two potential prosecutions and seven administrative actions (http://s3.amazonaws.com/cdn.orrick.com/files/Report-6-1.pdf). Interestingly, the report states that the OIG will be evaluating enforcement examinations to ensure that investigations are coordinated internally and across offices—“internal control” at the SEC. While this may sound like a proactive approach by the OIG, the Orrick blog contributors point out that the true initiator of this action was Judge William H. Pauley III in SEC v. Caledonian Bank Ltd. (http://s3.amazonaws.com/cdn.orrick.com/files/Order6-01.pdf).

One of Orrick's regular publications is “The Orrick Guide to Securities Litigation,” an extensive guide book that covers securities law jurisdiction, class actions, federal and state claims, secondary liability, SEC investigations, white collar litigation, and criminal prosecutions. While written for the practice of law, CPAs may find the brief summaries of the various securities laws and definitions of the legal terms helpful in communicating with client companies and their attorneys (http://bit.ly/28MG6S4).