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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 Activity in the 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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Tax Legislation and Policy - Recent Issues

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.  Below are several significant current
Published on May 15, 2012

Tax Strategy Patents

Article :  On September 16, 2011, President Obama signed the America Invents Act, which contains a provision that eliminates the patenting of new tax strategy patents. The AICPA strongly supported this legislation and worked towards i
Published on May 15, 2012

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 May 15, 2012

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 May 15, 2012

XBRL

Article :  Extensible Business Reporting Language (XBRL) used in financial and other reporting allows for easier access to more transparent information.  AICPA supports legislative proposals to utilize XBRL by companies, Federal agencies and recipients of Federal funds.
Published on May 14, 2012

Registration and Inspection of the Auditors of Broker-Dealers

Article :  The Dodd-Frank Act provides authority to the Public Company Oversight Board to expand, by rule, its oversight and inspections to all auditors of broker-dealers or to a targeted subset of its choosing. The AICPA continues to advocate for a clear policy rationale to any changes in PCAOB regulation.
Published on May 14, 2012

Financial Literacy and Education

Article :  The Congressional and Political Affairs team regularly works with lawmakers and federal officials to promote financial literacy through all stages of life.  In particular, the team supports legislative and executive branch efforts, such as those thr
Published on May 14, 2012

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 May 14, 2012

Interstate Taxation/Mobile Workforce Bill

Article :  The AICPA is supporting legislation that would reduce the tax burden and compliance requirements related to nonresident state income tax withholding laws.
Published on May 12, 2012

AICPA 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 April 05, 2012

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 05, 2012

Letter to Senate regarding accounting and auditing standards for public companies

Legislative Letters :  Letter to Senate regarding accounting and auditing standards for public companies, March 19, 2012.
Published on April 03, 2012

Letter from SEC Chairman Mary Schapiro to Senators Tim Johnson and Richard Shelby regarding the JOBS Act

Legislative Letters :  March 13, 2012 Letter from SEC Chairman Mary Schapiro to Senators Tim Johnson and Richard Shelby regarding the JOBS Act.
Published on April 03, 2012

March 22, 2012 CAQ-CII Letter to Senate re JOBS Act

Legislative Letters :  March 22, 2012 CAQ-CII Letter to Senate re JOBS Act
Published on April 03, 2012

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 January 26, 2012

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