S. Regulation of Financial Reporting and Audits

"Regulation of Financial Reporting and Audits" is a practice-oriented seminar relevant to students interested in expanding their understanding of corporate governance, corporate finance and securities regulation. The course is also relevant to students who are interested more generally in business regulation and the development of public policy.

U.S. and international capital markets depend on fair, accurate and reliable financial information in order to allocate capital efficiently and to promote corporate accountability. This course examines the governance, accounting and regulatory mechanisms that exist in the U.S. and internationally to ensure effective financial reporting. The course also aims to help new lawyers understand audits of financial statements, what auditors do and how lawyers interact with auditors in a legal practice. The course will consider current issues affecting financial reporting and regulation, such as COVID-19, environmental, social and governance (ESG), and special purpose acquisition companies (SPACs).

Classes will focus on three interrelated areas:

(1) Governance--the corporate governance mechanisms through which companies endeavor to produce fair, accurate and reliable financial reports, particularly the respective roles and responsibilities of management and the corporate audit committee;

(2) Audits--the structure of the accounting profession, including the "Big Four" international accounting firms; the objectives, process and end-products of a financial statement audit; and auditor interaction with audit committees and lawyers; and

(3) Regulation--regulation of financial reporting by the Securities and Exchange Commission, the Financial Accounting Standards Board, the Public Company Accounting Oversight Board, and corresponding international agencies, including a focus on regulatory policy making in this area and the impact of the recent election.

The course will approach the subject matter from a practical perspective, with an emphasis on how accounting and auditing issues arise in legal practice. Class sessions will include guest speakers such as an audit committee member, auditors and accounting firm in-house counsel, an accounting standard-setter and an SEC enforcement lawyer. Reading assignments will focus on primary sources, including relevant regulations and other corporate and regulatory documents, with an aim to illustrate how lawyers use and interpret such materials to develop "go-to" expertise and to advise clients. Writing assignments will seek to expose students to practical, client-oriented kinds of writing as opposed to formal legal memos. Students will also be asked to present orally on a regulation covered in the class and to participate in a mock audit committee meeting concerning a whistleblower report.

Course Prerequisites: There are no specific course prerequisites, but students should have some background in Corporations, Corporate Finance or Securities Regulation. This course complements "Financial Statement Analysis and Interpretation" and it is recommended that students take this course before or at the same time as this seminar.