Governance IssuesTM

Volume 2023, No. 3

November 7, 2023

In This Issue

Beware SEC registrants, as new cyber disclosure rules take effect soon - see our first article. We then address new U.S. GAAP accounting for joint venture formations. This edition concludes with a published statement from SEC Chief Accountant, Paul Munter, on the importance of a risk assessment process for both auditors and management.

The timeline until effectiveness is short as most registrants will be required to make these new annual disclosures in their 2023 Form 10-K (or Form 20-F) reports, and to report material cybersecurity incidents in Form 8-K as early as December 18, 2023

The SEC's New Cyber Disclosure Rules are Here

The SEC voted to adopt new rules that require registrants to disclose material cybersecurity incidents in Form 8-K and make annual disclosures regarding policies and procedures to identify and manage cybersecurity risk, the board's oversight of risks from cybersecurity threats, and management's role in assessing and managing material risks from cybersecurity threats.

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New Accounting for Joint Venture Formations

Joint ventures, as defined in U.S. GAAP and formed after January 1, 2025, will need to apply a new basis of accounting thanks to FASB’s Accounting Standards Update (ASU) 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805-60). Under the new basis of accounting, a joint venture will recognize and initially measure its assets and liabilities at the joint venture’s fair value upon formation.

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The new guidance requires a joint venture to recognize and initially measure its assets and liabilities at fair value

SEC Chief Accountant Issues Statement - The Importance of a Comprehensive Risk Assessment by Auditors and Management

SEC Chief Accountant, Paul Munter, has published a statement on August 25, 2023, confirming that the risk assessment process is critical to the decisions regarding financial reporting and the effectiveness of internal control over financial reporting (ICFR). He also states that the SEC’s Office of the Chief Accountant (OCA) is “troubled by instances in which management and auditors appear too narrowly focused on information and risks that directly impact financial reporting, while disregarding broader, entity-level issues that may also impact financial reporting and internal controls.” The statement also discusses auditors’ responsibilities as gatekeepers to hold management accountable in the public interest.

Kral Ussery is a national CPA firm providing services that external auditors cannot due to independence concerns, such as accounting advisory and internal audits. Download our services flyer.

About Governance IssuesTM

Governance Issues™ is an electronic newsletter published by Kral Ussery LLC, a public accounting firm delivering SEC & accounting advisory services, litigation support, and internal audits. The newsletter focuses on our practice areas of SEC compliance, internal controls, IT general controls, data quality, IPO readiness, M&A transactions, US GAAP compliance, and internal auditing.

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Content in this newsletter is for general information purposes only and should not be used as a substitute for professional consultation.
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