S. Regulation of Financial Reporting and Audits

"Regulation of Financial Reporting and Audits" is an advanced, practice-oriented seminar for students interested in corporate governance, corporate finance and securities regulation. The course is also relevant for 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 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 considers current issues and developments affecting financial reporting regulation, including proposed SEC climate disclosure rules, environmental, social and governance (ESG) matters, cryptocurrency and US/China accounting regulatory issues.

Classes 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 corporate audit committees;

(2) Audits--the role and 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--the 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 policymaking and the impact of political developments in this area.

The course approaches the subject matter from a practical perspective, with an emphasis on how accounting and auditing issues arise in legal practice. Class sessions 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 emphasize primary sources, including relevant regulations and other corporate and regulatory documents, to illustrate how lawyers use and interpret such materials to develop "go-to" expertise and to advise clients. Writing assignments expose students to practical, client-oriented kinds of writing as opposed to formal legal memos. Students also participate in classroom presentations and a mock audit committee meeting concerning a whistleblower report.