Among the revisions proposed by the SEC, changes would include:

  • Focusing the analysis solely on beneficial ownership rather than both record and beneficial ownership,

  • Replacing the existing 10% bright-line shareholder ownership test with a “significant influence” test, and

  • Adding a “known through reasonable inquiry” standard in identifying beneficial owners of an audit client’s equity securities.

The first two changes have drawn the most interest. Matt Cagwin, senior vice president, corporate controller, and chief accounting officer of First Data Corp., wants the SEC to consider incorporating a materiality qualifier in the loan provision as it relates to both the lender’s investment in the audit client and to the loan’s significance to the auditor. That would essentially narrow the instances of where “beneficial” ownership would come into play.

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