Accounting Firm Representation

With the demise of Arthur Andersen and the passage of the Sarbanes-Oxley Act of 2002, the environment for accounting firms and certified public accountants has become much more hostile. Orrick's Securities Litigation and Regulatory Enforcement Group represents accounting firms in a variety of matters involving accounting, auditing and securities law issues. Our securities litigators have a strong grasp of the securities laws as they apply to accounting firms and CPAs and are knowledgeable of Generally Accepted Accounting Principles (GAAP), Section 10A reporting obligations and SEC accounting rules.

PCAOB Proceedings

Section 105 of the Sarbanes-Oxley Act of 2002 grants the Public Company Accounting Oversight Board (PCAOB) broad investigative and disciplinary authority over registered public accounting firms and persons associated with such firms.

The Sarbanes-Oxley Act and recently adopted rules grant the PCAOB and its staff authority to conduct investigations concerning any acts or practices, or omissions to act, by registered public accounting firms and persons associated with such firms, that may violate any provision of the Sarbanes-Oxley Act, the provisions of the federal securities laws relating to the preparation and issuance of audit reports and the obligations and liabilities of accountants, and the SEC or PCAOB's rules. Public accounting firms and their associated persons are required to cooperate with PCAOB investigations, including producing documents and providing testimony. The PCAOB is also authorized to seek information from other persons, including clients of registered accounting firms.

Our experienced securities litigators stand ready to utilize their experience dealing with government regulators and investigations to assist accounting firms and CPAs who end up in the sights of the PCAOB.

Selected accounting firm representation

• SEC v. Price Waterhouse - We successfully defended PricewaterhouseCoopers LLP (formerly Price Waterhouse) in the first SEC enforcement action to go to trial.
• PricewaterhouseCoopers (PwC) - We have represented PwC in a variety of matters involving accounting, auditing and securities law issues, as well as in commercial disputes involving breach of contract and licensing issues. Currently, we represent PwC in connection with federal and state court accountants' liability litigation in a number of forums, as well as in connection with regulatory matters. Recently, we represented PwC in obtaining the dismissal of a $100 million accountants' liability claim in New York state court concerning allegations of misstated financial statement estimates and revenues. We were also lead trial counsel for PwC in successfully defending a breach of contract action brought by a former consultant and represented PwC in arbitration proceedings concerning a software licensing agreement.