Overview:Sarbanes-Oxley continues to be an item of interest on the radar of most corporate accountants and finance directors. The Knowledge Congress has scheduled an update for March of 2008 to its successful June SOX event. On the agenda, will be up-to-the-minute changes and real-world examples of the ups and downs of SOX implementation particularly as it pertains to smaller publicly traded firms. Includes discussion of Sections 302 and 404 and "significant deficiency".
SEGMENT 1:Event Chair
<strong id="ep-name-of-speaker">Mr. Toby Lucich, Publisher,</strong>
<em id="ep-speaker-firm">Inside Sarbanes Oxley</em>
- Opening Remarks
<strong id="ep-name-of-speaker">Mr. Keith Wilson, CPA, Associate Chief Auditor</strong>
<em id="ep-speaker-firm">Public Company Accounting Oversight Board (PCAOB) </em>
- Improvements Resulting from Auditing Standard No. 5
- Guidance for Auditors of Smaller Public Companies
- Internal Control Reporting - Next Steps
<strong id="ep-name-of-speaker">Mr. David Hardesty, Vice President,</strong>
<em id="ep-speaker-firm">David Hardesty Wilson Markle Stuckey Hardesty & Bott</em>
- Major new Sec 404 rules from the SEC
- The implications of new SEC “safe harbor” for Section 404 compliance,
- New Auditing Standard No. 5,
- Changes in Section 404 compliance for non-accelerated filers, and
- PCAOB preliminary guidance on internal control audits of smaller public companies
<strong id="ep-name-of-speaker">Mr. Tobias L. Knapp, Partner,</strong>
<em id="ep-speaker-firm">Jenner & Block</em>
- A restatement is viewed by the SEC staff as prima facie evidence of a weakness in internal control.
What does that mean in the context of SOX 404?
- What does a company need to do to revise its internal control disclosure in the event of a
- What are the related legal issues that arise as a result of the restatement?
(a) Determining whether to file an Item 4.02 8-K;
(b) Consequences of no longer being current in '34 Act reports (use of Form S-3, availability of
Rule 144, etc.);
(c) Occurrence of an event of default under indentures or credit agreements.
- SEC Staff on the lookout for "stealth" restatements.
<strong id="ep-name-of-speaker">Mr. John P. Fodera, Partner,</strong>
<em id="ep-speaker-firm">Internal Audit and Risk Management Services (IARMS) Group, Eisner LLP </em>
- Role of the Directors
- How the risk assessment should drive the process
- Monitoring the process
<strong id="ep-name-of-speaker">Mr. Mike Sullivan, President and CFO,</strong>
<em id="ep-speaker-firm">Ecora Software </em>
- Understanding the state of your current controls versus your approved internal controls
- How to begin identifying and remediating gaps
- Prioritizing your gaps by the level of risk they represent
- Once you’ve achieved an acceptable state of compliance, what are the steps to consistently
- Using Section 404 compliance to help comply with other internal and external regulatory standards
- Leveraging what you’ve learned from Section 404 to make your IT infrastructure more effective at
delivering business services and increasing profitability
Who Should Attend:
Finance Executives: CFO and VP's, Internal Auditors and financial reporting, Treasury, Accounting, Corporate Governance, Compliance, SOX Executive or Program Manager, General Counsel and SOX Attorneys, Consultants, Accountants, CPA Firms
Keith Wilson, CPA, is Associate Chief Auditor for the Public Company Accounting Oversight Board (PCAOB) in Washington, D.C. He works in the Office of the Chief Auditor, assisting in the development of auditing and related professional practice standards.
Before joining the PCAOB, Mr. Wilson was Senior Director of Product Development and co-leader of the Accounting and Auditing publications group at Practitioners Publishing Company (PPC). While at PPC, he co-authored several guides on audit and attest engagements. Before that, Mr. Wilson was an audit manager with Grant Thornton.
Mr. Wilson is a certified public accountant in Texas.
Keith Wilson, CPA, is Associate Chief Auditor for the Public Company Accounting Oversight Board (PCAOB) in Washington, D.C. He works …
Tobias L. Knapp is a partner in Jenner & Block’s New York office. He is a member of the Firm’s Corporate, Securities, Private Equity/Investment Management and Mergers & Acquisitions Practices. He represents clients in public and private capital raising, business combination and investment transactions and advises on corporate governance and securities law compliance.
In his securities transactions practice, Mr. Knapp has represented issuers and underwriters in public offerings and private placements of debt, equity and derivative securities. He has recently represented clients such as General Dynamics Corporation and General Motors Acceptance Corporation in over $10 billion in SEC-registered securities offerings and a publicly traded technology company in its approximately $160 million convertible debt exchange offer.
Mr. Knapp’s private equity/investment management practice has included the recent formation of a $650 million fund of funds and representation of institutional investors investing in various private funds. Mr. Knapp regularly represents General Motors Asset Management in connection with its private fund investments. He has also advised clients with respect to compliance with the Investment Company Act, Investment Advisors Act and other regulatory regimes affecting investment vehicles.
Mr. Knapp has also represented public and private companies and special committees in a variety of merger, acquisition and divestiture transactions. His recent transactions include asset and stock acquisitions for clients such as Wolters Kluwer and General Dynamics Corporation and the going-private merger of Minuteman International, Inc. with Hako-Werke International. He has also represented sellers of companies and business units in a variety of stock and asset transactions.
Prior to joining Jenner & Block in 2003, Mr. Knapp practiced corporate and securities law with Davis Polk & Wardwell in New York. He received his B.A, cum laude, from Amherst College in 1991 and his J.D., cum laude, from Boston University School of Law, where he was an editor of the Boston University Law Review¸ in 1997. Mr. Knapp also received his M.A.L.D. from the Fletcher School of Law and Diplomacy at Tufts University in 1997. Mr. Knapp has experience working in the former Soviet Union and is proficient in Russian. Mr. Knapp is admitted to practice in the District of Columbia, New York and Massachusetts.
Tobias L. Knapp is a partner in Jenner & Block’s New York office. He is a member of the Firm’s …
Mike Sullivan was named president of Ecora Software in June 2007. Sullivan has been Ecora's chief financial officer since the beginning of 2007 and continues in that role while taking on the expanded responsibilities of President. Bringing more than nineteen years of fiscal management and operations experience with high-growth companies to Ecora, Mr. Sullivan has primary responsibility for continuing Ecora's recent significant growth, while continuing to oversee critical day-to-day finance, accounting, and administration functions, as well as provide strategic planning and analysis.
Prior to joining Ecora, Mr. Sullivan served as Chief Financial Officer for Segue Software, where he helped guide the software company's acquisition by Borland in 2006 for in excess of $100 million. Prior to his appointment as CFO at Segue Software, Mike held several positions of increasing responsibility, including VP Finance, Corporate Controller and North American Controller. Prior to Segue Software, Mr. Sullivan developed his expertise in financial management with companies such as Kortec, Bixby International and C.R. Bard. Mike has a BA degree in Economics from Dartmouth College and an MBA from Northeastern University.
Mike Sullivan was named president of Ecora Software in June 2007. Sullivan has been Ecora's chief financial officer since the …
David Hardesty, is a vice president of Wilson Markle Stuckey Hardesty & Bott, Certified Public Accountants, APC. He has been a member of the firm since 1984.
David is a tax consultant, specializing in technology, partnerships, S corporations, and electronic commerce; an expert in accounting and taxation of stock options; and a consultant on corporate governance. David was selected by Accounting Today as one of the Top 100 Most Influential People in Accounting, for 2004 and 2006. He was selected by CPA Magazine as one of the Top 100 Most Influential Practitioners for 2005 and 2006.
David is an adjunct professor at Golden Gate University's Graduate School of Taxation, where he teaches the courses: Limited Liability Companies and S Corporations, a Choice of Entity, and Taxation of Electronic Commerce and Remote Sellers. He is a frequent speaker on tax issues. He is a member of the American Institute of Certified Public Accountants, and the California Society of Certified Public Accountants.
David is the author of the following books:
- Electronic Commerce: Taxation and Planning
- Sales Tax and Electronic Commerce
- Practical Guide to Corporate Governance and Accounting; Implementing the Requirements of
the Sarbanes-Oxley Act, 2007 Edition
- Corporate Director's Deskbook, 2007 Edition
- Choice of Entity - Title 1 of RIA's Tax Advisors Planning System
- Taxation of Electronic Commerce - Title 43 of RIA's Tax Advisors Planning System
- Share-Based Payments: An Analysis of FASB Statement 123(R)
He began his accounting career as an auditor with Touche Ross & Company (now Deloitte Touche) in 1978. In 1981 he moved to Grant Thornton, CPAs, an international CPA firm. He joined Wilson Markle Stuckey Hardesty & Bott in 1984.
David received his MBA in taxation from Golden Gate University, one of the country's premier tax schools.
David Hardesty, is a vice president of Wilson Markle Stuckey Hardesty & Bott, Certified Public Accountants, APC. He has been …
John Fodera, CPA, is a partner in Eisner’s Internal Audit and Risk Management Services (IARMS) group, focusing on delivering SOX 404 consulting and audit services. John has more than 20 years of audit, accounting, and business management experience, including extensive experience with strategic planning, budgeting, and process reengineering.
John has established himself as a thought leader, both within the firm and in the consulting marketplace, by creating and teaching courses on SOX 404 to help guide staff and clients. He is a frequent speaker to professional audiences on “hot button” IARMS issues, most frequently on new guidance from the SEC and PCAOB on SOX 404, and has often been quoted in financial publications as an industry expert. He has been interviewed by journalists from MarketWatch, Dow Jones, FinancialWeek, Reuters, and Bloomberg.
Prior to joining Eisner, John spent several years as a corporate controller at a public investment management company. He currently serves as a member of the New York State Society of Certified Public Accountants SEC Committee, the Long Island Capital Alliance (an organization which works to promote business growth in Long Island), and the Institute of Internal Auditors.
John Fodera, CPA, is a partner in Eisner’s Internal Audit and Risk Management Services (IARMS) group, focusing on delivering SOX …
Toby Lucich is the Publisher of Inside Sarbanes Oxley, a vertical governance portal and aggregator of discussions on compliance, accounting and auditing standards, and international governance practices. Inside Sarbanes Oxley, founded in 2004, serves as a reference for accounting, auditing, and legal professionals, and is a recognized expert resource by Tulane and Bryant Universities.
He has broad experience across the finance and accounting functions of organizations, working as a change agent in insurance, healthcare, telecommunications, energy and hi-tech manufacturing industries. Lucich has made a career of helping executives understand and manage the consequences of organizational change efforts.
Lucich writes and consults on risk and controls in business change, and champions the integrated view of human capital management and cultural branding in the development of sustainable governance practices. A Certified Internal Auditor (CIA), Lucich holds an MBA from Washington State University.
Toby Lucich is the Publisher of Inside Sarbanes Oxley, a vertical governance portal and aggregator of discussions on compliance, accounting …
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Public Company Accounting Oversight Board (PCAOB)
About Public Company Accounting Oversight Board (PCAOB)
About Jenner & Block
About Ecora Software
About Wilson Markle Stuckey Hardesty & Bott
About Eisner Accountants and Advisors
About Inside Sarbanes Oxley