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Federal Issues

Whistleblower Rules under Dodd Frank Act 

On May 25, 2011, the Securities and Exchange Commission issued its final rules to establish a new whistleblower program as required by Section 922 of the Dodd-Frank Act.  The new rules are linked below.  AICPA is analyzing the final rules and plans to work with policymakers regarding any ongoing profession concerns.

Dodd-Frank Act Section 922 requires the Securities and Exchange Commission to establish a new whistleblower program that will pay awards, subject to certain limitations and conditions, to whistleblowers who voluntarily provide the SEC with original information about a violation of the securities laws that leads to a successful enforcement of an action brought by the SEC that results in monetary penalties exceeding $1,000,000.  The amount of the award is required to equal 10-30% of the monetary sanction.

In its proposed rule, the SEC would have allowed whistleblowers to report only to the SEC and bypass a company's internal reporting procedures that may be established by a company, even including the procedures that are required under Section 301 of the Sarbanes-Oxley Act.  The final rule calls for direct reporting to the SEC, but provides additional incentives to whistleblowers who report internally first.

The AICPA believes that it is good public policy, good corporate governance, and in the best interest of investors to ensure that allegations of financial reporting impropriety get to independent audit committees and auditors in a timely manner.  The AICPA maintains that the SEC should implement the Dodd-Frank provision in a manner that ensures audit committees and auditors obtain information from relevant whistleblower complaints and avoid a rule that would bypass or withhold the timely sharing of complaints with them. 

Additionally, Dodd-Frank Section 728 requires the Commodities Futures Trading Commission to establish a whistleblower program similar to that required of the SEC.  While Section 922 of Dodd-Frank provides an exemption for auditors from receiving awards related to the SEC registrants, no explicit exemption was included relative to organizations under CFTC jurisdiction.  The AICPA is concerned about the implementation of these provisions regarding CPAs and their staff.

The CAQ, Chamber of Commerce, and AICPA comment letters strongly urged the SEC and CFTC in final rules to, at a minimum, require concurrent whistleblower reporting to the entity and the respective Commission as a condition for an award.  AICPA asked that the agencies extend the time for entities to report on potential wrongdoing to 180 days to allow more time for investigation of internal whistleblower reports (the SEC adopted a 120-day window).

Legislative Proposals

112th Congress

The House Financial Services Subcommittee on Capital Markets and Government Sponsored Enterprises held a hearing on the whistleblower provisions on May 11, 2011 at which Robert Kueppers of Deloitte testified on behalf of the profession.  A copy of his testimony is linked below.

Representative Michael Grimm (R-NY) introduced a bill, the Whistleblower Improvement Act of 2011, H.R. 2483,  to improve the Dodd-Frank whistleblower provisions.  AICPA worked closely with Congressman Grimm to insure that audit committees will receive timely information regarding whistleblower information that reasonably could impact the quality of financial reporting.  The bill was voted out of the Capital Markets Subcommittee of the House Financial Services Committee on December 14, 2011.  The AICPA sent a letter in support of the bill to all Members of the Subcommittee in advance of the markup.

Resources

Legislative Letter

December 12, 2011 AICPA letter to Members of Capital Markets Subcommittee

Final Rules

The Securities and Exchange Commission issued its final whistleblower rules on May 25, 2011. The Commission's press release and link to rule may be found here.

May 11, 2011, Bob Kueppers, Deloitte & Touche, testimony on behalf of AICPA before the House Financial Services Subcommittee on Capital Markets and Government Sponsored Enterprises.

Copy of Dodd-Frank Legislation

The law and all major Congressional actions leading to passage are available on the Library of Congress's THOMAS website by using the advanced search function and searching for H.R. 4173 by bill number under the 111th Congress.

Comment Letters

The Center for Audit Quality’s comment letter on the SEC proposed rule

Chamber of Commerce comment letter on the SEC proposed rule

AICPA's comment letter on the CFTC proposed rule

Chamber of Commerce comment letter on the CFTC proposed rule

Staff Contacts

Peter Kravitz
Director, Congressional and Political Affairs
pkravitz@aicpa.org
202.434.9218

Diana Huntress Deem
Senior Manager, Congressional and Political Affairs
ddeem@aicpa.org
202.434.9276

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Audits of FHA-Approved Participants and Related HUD Requirements

Article FHA proposes new rule to strengthen risk management and shift accountability for the underwriting of FHA-insured loans to the mortgage banks. It may no longer require FHA to approve loan correspondents (mortgage brokers) participating in the FHA program and HUD would no longer require FHA to submit audited financial statements or audits
Published on May 14, 2013

Municipal Advisors

Article The AICPA generally supports the SEC’s proposed rules as a means to strengthen investor protections in the municipal securities market.  The AICPA is concerned, however, because the proposed rule would require that accountants performing customary and usual accounting services would be required to register as municipal advisors.
Published on May 01, 2013

Congressional and Political Affairs Advocacy

Overview The AICPA monitors and advocates on legislative and other matters that affect the accounting profession. Working with state CPA societies and other professional organizations, the AICPA provides information to and educates federal, state and local policymakers regarding key issues.
Published on May 01, 2013

Convergence of International and US Accounting Principles and IFRS

Article International Financial Reporting Standards (IFRS) set by the International Accounting Standards Board (IASB) in London is a response to worldwide demand from regulators, investors, businesses, and auditing firms for a single set of high-quality, globally-accepted accounting standards.
Published on April 03, 2013

Tax Legislation and Policy

Article The Congressional and Political Affairs Team often assists the Tax Team with tax legislation and policy issues, and advocates about them to Members of Congress and other key policymakers on behalf of the profession.
Published on April 03, 2013

Section 404(b) of Sarbanes-Oxley Act of 2002

Article The Sarbanes Oxley Act requires that the management of public companies assess the effectiveness of the internal control of issuers for financial reporting.  Section 404(b) requires a publicly-held company’s auditor to attest to, and report on, management’s assessment of its internal controls. AICPA believes that all investors in public companies
Published on April 03, 2013

GAO Study of Financial Planning

Federal Law Dodd-Frank required the GAO to conduct a study on the effectiveness of existing regulation of financial planners, including tax advisors.  The AICPA met with the GAO during the study to present the profession’s point of view.  AICPA strongly opposed any new regulatory structure affecting CPAs as they are already comprehensively
Published on April 03, 2013

Financial Literacy and Education

Article Learn about the AICPA's award winning financial literacy programs.
Published on April 03, 2013

FASB Independence and Fair Value Accounting

Article The AICPA strongly and unequivocally supports independence of the U.S. and international accounting standard setting bodies, the Financial Accounting Standards Board (FASB) in Norwalk, Connecticut, and the International Accounting Standards Board (IASB) in London.
Published on April 03, 2013

Extraterritorial Private Rights of Action, also known as F-Cubed Litigation

Article The accounting profession believes private litigants may utilize U.S. securities laws within the territorial jurisdiction of the U.S. and that the United States Supreme Court decision in Morrison v. National Australia Bank, Ltd. is the correct reading of the Securities Exchange Act of 1934.
Published on April 03, 2013

ERISA Fiduciary Definition - Appraisers of Employee Stock Ownership Plans

Article The AICPA believes that CPAs who perform valuation services for employee stock ownership plans (ESOPs) should not be defined as fiduciaries under the Employee Retirement Income Security Act (ERISA). Rather, the AICPA believes that the U.S. Department of Labor (DOL) should implement rules that would require appraisers of ESOPs to
Published on April 03, 2013

Consumer Financial Protection Bureau

Article This article outlines the AICPA's involvement with the development of the Consumer Financial Protection Bureau (CFPB). The AICPA was successful in winning recognition by House and Senate lawmakers of the vital role CPAs play in advising Americans on their financial decisions, thus preventing CPAs from reporting to a new regulatory body.
Published on April 03, 2013

Federal Legislative and Regulatory Issues

Federal Law This page highlights the advocacy issues in which the Congressional & Political Affairs Team is advocating on behalf of the profession, and also those issues that the team has recently followed.
Published on March 29, 2013

Tax Legislation and Policy - Recent Issues

Overview See current tax issues and legistlation that the AICPA recently followed. The Congressional and Political Affairs Team often assists the Tax Team with tax legislation and policy issues, and advocates about them to Members of Congress and other key policymakers on behalf of the profession.
Published on March 28, 2013

Audits of Federal Funds (Single Audits)

Article Entities that receive federal funds including states, local governments, and not-for-profit organizations (NPOs), are subject to audit requirements commonly referred to as “single audits” under the Single Audit Act of 1984, as amended in 1996.  The Single Audit Act was enacted to standardize the requirements for auditing federal programs. 
Published on March 28, 2013

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