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.