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7/24/08 -- Nasdaq Seeks to Tighten Rules for Reverse Mergers in SEC Release No. 34-58182

The Nasdaq Stock Market has proposed to tighten the listing requirements for companies involved in reverse mergers, a class of mergers where non-listed entities go public by acquiring listed companies.

In Release No. 34-58182, Notice of Filing of Proposed Rule Change to Clarify the Application of Nasdaq Rules when a Listed Company Combines with a non-Nasdaq Entity, which was filed with the Securities and Exchange Commission on July 10, 2008, Nasdaq is seeking permission to amend its Rule 4340(a) to require a listed company to demonstrate that the combined company created by a merger with a non-listed business will meet Nasdaq's listing requirements.

Under the proposed change, an issuer must apply for a listing for the post-transaction entity prior to closing the deal with the non-public entity and allow Nasdaq officials enough time to review the deal prior to closing. Nasdaq would consider changes in the management, board of directors, voting power, ownership, and financial structure of the issuer to determine if a change in control has occurred.

Nasdaq would also consider the nature of the businesses and the relative size of the Nasdaq issuer and non-Nasdaq entity. If the issuer's application for initial listing has not been approved prior to consummation of the transaction, Nasdaq can begin the delisting proceedings described in its Rule 4800 series.

The changes would come under Section 19(b)(1) and Rule 19b-4 of the Securities Exchange Act of 1934.

7/23/08 -- SEC Issues Release No. 34-58121 to Seek Comments on PCAOB Rule Proposals
The Securities and Exchange Commission issued Release No. 34-58121, Notice of Filing of Proposed Changes Regarding Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, Amendment to Interim Independence Standards, and Amendment to Rule 3523, Tax Services for Persons in Financial Reporting Oversight Roles, on July 9, 2008, to solicit comments on two pending rule changes from the Public Company Accounting Oversight Board.

The comments are due on August 4.

In April, the PCAOB voted to adopt Rule 3526, Communication with Audit Committees Concerning Independence, and approved an amendment to Rule 3523, Tax Services for Persons in Financial Oversight Roles.

Rule 3526 requires a registered public accounting firm—before accepting an initial engagement—to provide a written description to a client's audit committee of all relationships between the firm or any of its affiliates and the issuer or persons in a financial reporting oversight role at the issuer that may bear on the firm’s independence.

If approved by the SEC, Rule 3526 will require firms to make a similar communication annually for continuing engagements. The rule will supersede the PCAOB’s interim independence requirement, Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, and two related interpretations.

The amendment to Rule 3523 excludes from the scope of the rule tax services provided during the portion of the audit period that precedes the beginning of the professional engagement period.

As originally adopted by the Board, the rule provided that a registered public accounting firm is not independent of its audit client if it or any of its affiliates provides a tax service to a person in a financial oversight role or an immediate family member of such a person during or before the professional engagement period. The Board determined that providing tax services prior to the professional engagement period does not necessarily impair a firm’s independence.

Rule 3526 will become effective on the later of September 30 or 30 days after SEC approval. The amendment to Rule 3523 will become effective once the SEC approves it.

7/22/08 -- SEC Gives Market Makers Exemption From Short-selling Emergency Order in Release No. 34-58190
Just three days after taking an unprecedented action to clamp down on short selling, the Securities and Exchange Commission issued Release No. 34-58190, Amendment to Emergency Order Pursuant To Section 12(k)(2) of the Securities Exchange Act of 1934 Taking Temporary Action to Respond to Market Developments, on July 18, 2008.

The release amends the emergency order issued on July 15 in Release No. 34-58166, Emergency Order Pursuant To Section 12(k)(2) of the Securities Exchange Act of 1934 Taking Temporary Action to Respond to Market Developments, by granting an exception to the brokers that are the market makers in the 19 stocks covered by the order:

• BNP Paribas,
• Bank of America Corp.,
• Barclays PLC,
• Citigroup Inc.,
• Credit Suisse Group,
• Daiwa Securities Group Inc.,
• Deutsche Bank Group AG,
• Allianz SE,
• Goldman Sachs Group Inc.,
• Royal Bank,
• HSBC Holdings PLC,
• J. P. Morgan Chase & Co.,
• Lehman Brothers Holdings Inc.,
• Merrill Lynch & Co.,
• Mizuho Financial Group Inc.,
• Morgan Stanley,
• UBS AG,
• Freddie Mac, and
• Fannie Mae.

Under Release No. 34-58166, which becomes effective July 21, anyone entering a short sale order on one of the 19 stocks covered must arrange beforehand to borrow the securities and deliver them at settlement.

The amendments in Release No. 34-58190 exempt market makers in the common stocks and derivatives, such as options, of the 19 companies. Market makers in exchange traded funds that include one or more of the 19 companies as a component are also exempt. According to the SEC, the exemptions will allow brokers to fill customer orders.

In addition, the order does not apply to short sales of the affected companies under Rule 144 of the Securities Act of 1933. Also exempt from the order are short sales by underwriters in connection with an over-allotment of securities, or any lay-off sale through a rights or a standby underwriting commitment.

7/15/08 -- SEC Advisory Committee Shows Its Determination on Materiality Issue
The Securities and Exchange Commission's Advisory Committee on Improvements to Financial Reporting unanimously approved the latest version of a series of proposals, including a controversial one on materiality, at a July 11, 2008, meeting in Washington, DC.

Several institutional investors and consumer groups opposed the proposal on materiality, which would allow registrants to avoid issuing restatements for quantitatively large errors that they deem to be immaterial. The errors would still have to be corrected and disclosed, but not through an earnings restatement. The proposal would amend SEC Staff Accounting Bulletin (SAB) No. 99, Materiality.

CIFR has spent a year soliciting testimony and drafting recommendations to reduce complexity in financial reporting, covering four broad categories: reducing substantive complexity, the standards-setting process, the audit process and compliance, and delivering financial information. Since the first draft of the recommendations was issued in February, the Committee has faced criticism, particularly from institutional investors worried about the rolling-back of standards that provide crucial information to investors.

The Committee's proposals on the eXtensible business reporting language (XBRL) have already been taken up by the SEC, which issued a proposed rule, with public comments due by August 1. The penultimate draft of the recommendations is available for public comments on the SEC's website, and the deadline for submitting comments is July 22. The final meeting of the Committee to approve the full report will be on July 31.

7/09/08 -- In Release No. 34-58092, SEC Moves SRO Rule Making to Fast Track
The Securities and Exchange Commission issued a final rule in Release No. 34-58092, Commission Guidance and Amendment to the Rules Relating to Organization and Program Management Concerning Proposed Rule Changes Filed by Self-Regulatory Organizations, on July 3, 2008, amending Section 19(b) of the Securities Exchange Act of 1934.

The rule requires that any rule change filed by a self-regulatory organization (SRO), such as a securities exchange, clearing agency, or the Financial Industry Regulatory Authority (FINRA), for review by the SEC be published within 15 business days. The previous rule gave the SEC a 35-day deadline, with the possibility of an extension for up to 90 days in certain cases. Under the new rule, the Director of the Division of Trading and Markets would be able to make exceptions to the 15-day requirement.

The SEC also issued interpretive guidance to provide more detail on proposed rule changes submitted under Rule 19b-4(f)(6) of the 1934 Act, which addresses the filing process for non-controversial rule changes.

The guidance would address proposed changes to rules governing exchange trading systems that could be filed for immediate effectiveness. Additional changes that also could be filed for immediate effectiveness would include:

• Those relating to an SRO's minor rule violation plan, and
• Copycat rule filings relating to proposed rule changes other than trading rules.

7/07/08 -- SEC Announces Panelists for Roundtable on Fair Value.
The Securities and Exchange Commission announced the list of speakers to participate in its July 9 roundtable discussion on fair value accounting and auditing standards, to be held in Washington, D.C. The event comes as companies and financial institutions struggle with increasing write-downs and how to price their assets in illiquid markets.

The panelists include:

9:15 a.m. - Panel One: Large Financial Institutions

• Jane B. Adams, Maverick Capital
• Russell B. Mallett, III, PricewaterhouseCoopers LLP
• Kathy Petroni, Michigan State University
• Joseph Price, Bank of America Corporation
• Kurt N. Schacht, CFA Institute Centre for Financial Market Integrity
• Matthew Schroeder, The Goldman Sachs Group, Inc
• James S. Tisch, Loews Corporation

11 a.m. - Panel Two: All Public Companies

• Leonard W. Cotton, Centerline Capital Group
• Sam Gutterman, PricewaterhouseCoopers LLP
• Charles Holm, Federal Reserve Bank
• Gary R. Kabureck, Xerox Corporation
• R. Harold Schroeder, Carlson Capital
• Wes Williams, Crowe Chizek and Company LLC
• John B. Wojcik, Bank of the West

7/03/08 -- SEC Issues Proposed Rules on Credit Rating Agencies.
The Securities and Exchange Commission issued for public comment three rule proposals designed to downgrade the role of credit rating agencies on July 1, 2008.

The Commission voted unanimously on June 25 to issue a third set of proposed changes, which the SEC said were due in part to concerns the agency's use of the ratings may have contributed to a blind reliance on them on the part of investors. The first two sets of proposed changes were issued in SEC Release No. 34-57967, Proposed Rules for Nationally Recognized Statistical Organizations, on June 16.

• SEC Release No. 34-58070, References to Rating of Nationally Recognized Statistical Rating Organizations, proposes to amend five rules under the Investment Company Act of 1940 and the Investment Advisers Act of 1940, which rely on credit ratings.
• SEC Release No. 33-8940, Security Ratings, proposes to replace rule and form requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934.
• SEC Release No. IC-28327, References to Ratings of Nationally Recognized Statistical Rating Organizations, would amend various rules and forms under the Securities Exchange Act of 1934.

Comments are due to the SEC by September 5, 2008.

7/01/08 -- SEC Release No. 33-8934 Gives Auditors of Small Companies an Extra Year to Comply with SOX Section 404(b).
The Securities and Exchange Commission issued Release No. 33-8934, Internal Control Over Financial Reporting in Exchange Act Periodic Reports of Non-Accelerated Filers, on June 26, 2008, granting a one-year delay for compliance with the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002 for companies with market caps of less than $50 million.

The rule becomes effective 60 days after its publication in the Federal Register, which normally occurs a few days after it is published on the SEC's website.

Auditor attestations under Section 404(b) will have to be submitted for annual reports for fiscal years ending on or after December 15, 2009. The Section 404(a) management reports on internal controls will have to be submitted for fiscal years ending on or after December 15, 2008, although the SEC will permit small companies to furnish, rather than file, these reports, until the attestation requirement is effective.

The SEC said the delay would help small companies avoid incurring burdensome costs complying with Section 404(b). The extra time will let the agency complete a study on the costs and benefits of Section 404 compliance for small companies, which regulators intend to use in future rounds of rule making. Small companies will also be given an opportunity to make use of a related October 2007 proposal from the Public Company Accounting Oversight Board (PCAOB), An Audit Of Internal Control That Is Integrated With An Audit Of Financial Statements: Guidance For Auditors Of Smaller Public Companies.

The proposal provides advice for auditors of small companies on compliance with the PCAOB's Auditing Standard (AS) No. 5, An Audit of Internal Control Over Financial Reporting That is Integrated with an Audit of Financial Statements.

6/30/08 -- SEC Proposed Updated Disclosure Rules for Energy Company Reserves in Release No. 33-8935.
The Securities and Exchange Commission issued Release No. 33-8935, Modernization of the Oil and Gas Reporting Requirements, on June 26, 2008, a proposed rule change which, if approved, would provide investors with what the agency said would be a more accurate picture of energy companies' oil and gas reserves.

"The ability to accurately assess proved reserves is an important part of understanding any energy company's financial position," said SEC Chairman Christopher Cox in a statement. "But the current oil and gas disclosure rules often interfere with an investor's analysis because they are tied to outdated technologies."

Public comments on the proposed rule are due to the SEC within 60 days of the release's publication in the Federal Register, which normally occurs a few days after it has been posted to the agency's website.

The proposal would revise the energy company reporting requirements in Regulation S-K and Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as Industry Guide 2.

6/26/08 -- SEC May Lessen Its Reliance Upon the Rating Agencies.
A senior Securities and Exchange Commission official said the agency is considering alternatives to its long held practice of using credit ratings to assess the risk of securities issuers.

"We are asking the question--does it make sense, instead of using a credit rating, to replace that by something that refers to the characteristic for which the credit rating was proxied--liquidity, volatility, probability of loss, those sorts of things," said Erik Sirri, the SEC's Director of Trading and Markets during a panel discussion held at the American Enterprise Institute, a Washington think-tank, on June 24, 2008.

The SEC is due to consider the third part of a larger set of proposals on credit rating agency reforms on June 25 in Washington, D.C. The agency issued Release No. 34-57967, Proposed Rules for Nationally Recognized Statistical Rating Organizations, on June 11 to propose revamped disclosure requirements for the rating agencies in their handling of complex structured securities.

The rating agencies have been criticized in recent months for their role in the recent collapse of the debt markets. In the past year, many of the subprime mortgage-backed securities that received AA and AAA ratings have been written off as all but worthless as the rate of mortgage defaults has continued to climb.

In the meantime, the SEC has sought to use its rule making process to increase the competition in the credit rating market. Ten firms are registered as NRSROs, and Release No. 34-57967 is based on the assumption that there would eventually be 30 rating agencies.

6/24/08 -- SEC Approved One-year Extension for Section 404(b) Attestations of Smaller Companies.
On June 20, 2008, the Securities and Exchange Commission (SEC) approved a one-year extension of the compliance date for auditors of smaller public companies under the Section 404(b) auditor attestation requirement of the Sarbanes-Oxley Act of 2002.

The Commission said that with the extension, smaller companies will be required to provide auditor attestation statements in annual reports for fiscal years ending on or after December 15, 2009. During a House Small Business Committee in December 2007, SEC Chairman Christopher Cox said the delay would help the agency gain the data it needed to fully assess the costs small companies incur complying with Section 404. The delay was proposed in February in Release No. 33-8889, Internal Control Over Financial Reporting in Exchange Act Periodic Reports of Non-Accelerated Filers.

Along with announcing the news of the extension, the SEC said it gained approval from the Office of Management and Budget (OMB) to collect data for a study of the costs and benefits for small companies implementing Section 404. The results of the study are expected to become available during the extension period.

The SEC's Office of Economic Analysis is leading the study with assistance from the Office of the Chief Accountant and the Division of Corporation Finance.

The OMB's decision means the SEC staff can now begin collecting data for the study through interviews with financial executives from SEC registrants, their auditors, and shareholders.

The study aims to help determine whether the new the internal control guidance the SEC issued in June 2007 and the Public Company Accounting Oversight Board's (PCAOB) Auditing Standard (AS) No. 5, An Audit of Internal Control Over Financial Reporting That is Integrated with an Audit of Financial Statements, are lowering the costs of Section 404 compliance.

6/19/08 -- SEC Proposes Changes to Ratings Process for Structured Finance Transactions in Release No. 34-57697.
The Securities and Exchange Commission (SEC) issued Release No. 34-57967, Proposed Rules for Nationally Recognized Statistical Rating Organizations, on June 16, 2008.

The proposed rule making is designed to address "concerns about the integrity of credit rating procedures in light of the role played in determining credit ratings for securities linked to subprime residential mortgages," the SEC said.

The comment period for the rule proposal is 30 days from its publication in the Federal Register, which normally takes place a few days after a rule is published on the SEC's website.

The SEC gained authority over credit rating agencies in June 2007, when Congress passed the Credit Rating Agency Reform Act. As the sub-prime mortgage crisis worsened, the SEC began an investigation into whether rating agencies used improper methods for determining credit ratings in order to curry favor with clients. Chairman Christopher Cox said last week to expect the SEC's report in the next month.

The SEC is proposing adding a new rule to the Securities Exchange Act of 1934, Rule 17g-7, which would require rating agencies to publish a report outlining how the methods for rating a structured finance product differ from those used for other products, such as corporate or municipal bonds. Alternatively, rating agencies could opt to designate a structured product's rating with a different symbol, to alert investors.

"The goal of the proposal is to spur investors to perform more rigorous internal risk analysis on structured finance products so that they do not overly rely on credit ratings in making investment decisions," the SEC said.

6/13/08 -- SEC Approves Major Reforms of Credit Rating Process.
In an effort to eliminate the conflicts of interest that are believed to have contributed to the current crisis in the financial markets, the Securities and Exchange Commission (SEC) approved what it called a “comprehensive” reform of the credit ratings business at a June 11, 2008, meeting.

At a June 25 meeting, the Commissioners plan to consider another proposal related to the reform effort.

Regulators said the reforms should increase market participants' knowledge and understanding of the business practices of the ratings agencies.

The proposed rules follow from the authority Congress gave the SEC through a 2006 law to supervise the ratings agencies.

If the rules become final, they would put a stop to many practices that had been widespread during the housing bubble that began in the early part of this decade and came to an end in 2007.

The practices banned by the proposal include issuing a rating on a structured product when information on the underlying assets is not available to the public and rating a product that the agency helped the issuer and underwriter structure.

Ratings agencies would also be required to differentiate their ratings for asset backed securities from those they use for other fixed income products like corporate and municipal bonds.

6/12/08 -- SEC Proposes Use of XBRL for Mutual Fund Risk/Return Data in Release No. 33-8929.
The Securities and Exchange Commission issued a proposal in Release No. 33-8929, Interactive Data For Mutual Fund Risk/Return Summary, on June 10, 2008.

Comments are due August 1.

The SEC said its proposal in Release No. 33-8929 is intended to make risk/return summary information easier for investors to analyze, and also assist in automating regulatory filings and business information processing. In addition, the agency will permit investment companies to submit portfolio information in its interactive data voluntary program without submitting other financial information.

6/11/08 -- Why U.S. Companies Should Go Along with the Move to IFRS.
Securities and Exchange Commission (SEC) officials have no intention of blindly following the rest of the world as other markets adopt global accounting rules. That said, they also feel they'd be doing U.S. investors and public companies a disservice if they simply ignored the growing support for the International Financial Reporting Standards (IFRS).

"The SEC can learn a great deal from observing what happens in other markets around the world as well as what happens in the U.S., and using those observations to make informed judgments as to whether certain changes taking place outside the U.S. might be suitable for the U.S. markets," John White, the Securities and Exchange Commission's Director of the Division of Corporation Finance, said in New York on June 5, 2008, to Financial Executives International's Global Financial Reporting Convergence Conference. "This lies at the core of the SEC's current considerations on IFRS."

White also noted that financial reporting has gone through dramatic changes in recent years, with much of the emphasis now on informational disclosures and not just the reporting of numbers.

This "is likely to continue to increase over time, as the audited financial statements become an ever increasing source of information that allows investors to evaluate the quality of a company's earnings," he said. Such a change to qualitative disclosures would help many investors evaluate the financial condition of companies regardless of the country of origin.

The SEC has yet to specify when it will revisit the August 2007 Concept Release No. 33-8831, Allowing U.S. Issuers To Prepare Financial Statements In Accordance With International Financial Reporting Standards (Corrected). But Chairman Christopher Cox and other agency officials have said several times that they hope to issue a rule proposal and a final rule on IFRS before the year is out.

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7/21/08 -- Action Alert No. 08-29: FASB Plans Its Overall Approach to Lease Accounting
At its weekly meeting on July 23, 2008, the Financial Accounting Standards Board will discuss two joint projects with the International Accounting Standards Board: lease accounting and reporting discontinued operations.

According to Action Alert No. 08-29, the FASB will discuss an overall approach to lease accounting, with the goal of revising both Statement of Financial Accounting Standards (SFAS) No. 13, Accounting for Leases, and International Accounting Standard (IAS) 17, Leases.

The revised guidance will incorporate subsequent amendments and interpretations related to lease accounting. The Board also plans to decide whether the scope of the project should include lessor accounting.

Additionally, the Board plans to consider the treatment of options to extend or terminate a lease, the treatment of contingent rentals, the measurement of a lessee's right to use asset and obligation to make rent payments, and whether to retain the classification criteria for operating and finance leases.

During the discussion on discontinued operations, the Board intends to review remaining issues on proposed amendments to SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Changes to this guidance were last discussed on May 14.

The FASB and the IASB want to develop a converged definition of a discontinued operation and converged disclosure requirements for all components of an entity that have been (or will be) disposed of. The staff expects to issue a Proposed FASB Staff Position early in the third quarter.

The Board will also hold a non-decision-making session to discuss topics that it may bring up at a future meeting.

The Board last met on July 16.

7/17/08 -- FASB Project Updates
As of June 24, 2008, the status of some of the projects being addressed by the Financial Accounting Standards Board and its staff is as follows:

• Financial Statement Presentation-Joint Project of the IASB and FASB. At a June 16, 2008, Board meeting, the FASB confirmed many of the preliminary decisions it made regarding how other comprehensive income should be displayed in its Financial Statement Presentation project, including a decision that the presentation in the statement of comprehensive income should remain in the scope of phase B of the project. The project, which has two phases, began in 2004 and is being jointly undertaken by FASB and the International Accounting Standards Board (IASB). The two Boards plan to publish a preliminary views document in the third quarter of 2008.
• Final FASB Staff Position (FSP) No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities. On June 16, the FASB issued final FSP No. EITF 03-6-1, which states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share under the two-class method. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years.
• Transfers of Financial Assets (Proposed Amendment of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities). The FASB plans to issue an amended Exposure Draft (ED) in the third quarter of 2008 for a project to simplify the guidance on accounting for transfers of financial assets in Statement of Financial Accounting Standards (SFAS) No. 140. The project is being performed largely in conjunction with the effort to amend FASB Interpretation (FIN) No. 46(R), Consolidation of Variable Interest Entities.
• Proposed FSP No. FAS 117-a, Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act, and Enhanced Disclosures. After discussing Proposed FSP No. FAS 117-a at a June Board meeting, the FASB is to issue a final document in late July that is to include issues raised at the meeting regarding classification, disclosure requirements, guidance and effective date. The effective date of the FSP is to be deferred six months to fiscal years ending after December 15, 2008.
• Proposed workplan to review SFAS No. 13, Accounting for Leases. The FASB is to release an updated work plan for its joint project with the International Accounting Standards Board (IASB) on accounting for leases. On June 20, the IASB published an updated version of its work plan, as approved during its June Board meeting. The leases project's goal is to reconsider the guidance in SFAS No. 13, and International Accounting Standard (IAS) 17, Leases, to ensure that financial statements provide useful, transparent, and complete information about leasing transactions to investors and other users of financial statements.
• Accounting for Income Taxes-an amendment of FASB SFAS No. 109. The FASB plans to issue an ED in that would reduce the differences between SFAS No. 109, Accounting for Income Taxes, and IAS 12, Income Taxes. Although SFAS No. 109 and IAS 12 are based on similar principles, certain differences in the application of the principles prevent the comparability of financial information reported internationally. The FASB plans to finalize disclosure requirements during the drafting.
• ED No. 1240-001, Earnings Per Share-an amendment of FASB Statement No. 128. The FASB plans to issue a third draft of the ED for a 120-day comment period. If adopted, the ED would clarify guidance in SFAS No. 128 for mandatorily convertible instruments, the treasury stock method, contracts that may be settled in cash or shares, and contingently issuable shares. At its January 23 meeting, the Board wrapped up discussion of proposed amendments to the ED that would converge SFAS No. 128 with IAS 33, Earnings per Share, as part of the international convergence project. The FASB made no changes to the proposals, but said the ED should include questions on (a) the FASB's decision not to include new disclosure requirements for financial instruments subject to the fair value method, and (b) its tentative decision to exclude from the scope of the ED instruments that are measured at fair value through profit or loss from the denominator of an earnings per share (EPS) computation.

7/14/08 -- Action Alert No. 08-28: FASB to Discuss Use of Fair Value in Transfers of Assets
The Financial Accounting Standards Board will discuss whether to remove the practicability exception from its guidance on the transfers of financial assets, when it holds its July 16, 2008, weekly meeting, the Board announced in Action Alert No. 08-28.

The Board's consideration of whether to remove the practicability exception is one of several changes that have been proposed for Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.

The practicability exception refers to an exemption in paragraph 71 of SFAS No. 140, which allows a transferor to record assets at zero if it is not reasonably possible to make an estimate of the fair value of the assets.

For liabilities that cannot be reasonably estimated, SFAS No. 140 permits the transferor to recognize no gain on the transaction. The liability would instead be recorded at the greater of the two following options: Either the excess of the fair value of assets obtained less the fair values of other liabilities incurred over the sum of the carrying values of the assets transferred; or, the amount that would be recognized in SFAS No. 5, Accounting For Contingencies. The FASB's research staff is writing an Exposure Draft to amend SFAS No. 140, and the Board also plans to discuss the progress on this effort.

The Board will also discuss its revenue recognition project and a recently revised measurement chapter, which has been written to reflect its decision to use the customer consideration measurement approach. Under the customer consideration approach, an entity accounts for the contract asset or liability that arises from the rights and performance obligations in an enforceable contract with a customer.

7/10/08 -- Action Alert No. 08-27: FASB Moves Closer to Defining a Liability in the Conceptual Framework Project
At its June 25, 2008 meeting, the Financial Accounting Standards Board produced a series of examples for determining the legal, regulatory, and statutory requirements that would give rise to the existence of a liability, according to Action Alert No. 08-27.

The Board said a government or other party cannot enforce the requirements of a statute, law, or regulation, until the entity violates one of the rules and reached the following decisions:

• An entity does not have a present unconditional obligation to comply with a statute that is not yet effective.
• An entity does not have a present unconditional obligation for future actions it expects or intends to take but cannot be compelled to take.
• An entity does not have a present unconditional obligation to transfer economic resources merely because it must comply with the law. An obligating event must also have occurred.
• An entity has a present unconditional obligation at the reporting date when the entity violates a requirement or when another obligating event has occurred.
• An entity has a present unconditional obligation that has an associated conditional obligation (a stand-ready obligation) when a statute requires the entity to provide risk protection. That requirement results in an implicit contractual obligation between the two parties.
• An entity has a present unconditional obligation that has an associated conditional obligation when the entity separately agrees to bear another's risk that arises from being subject to a statute.

7/08/08 -- The FASB's EITF Seeks to Clarify Guidance for Third-party Credit Enhancements in Issue No. 08-5.

The Financial Accounting Standards Board's Emerging Issues Task Force published EITF Issue No. 08-5, Issuer's Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement, on July 1, 2008, to clarify an issuer's payment obligations for debt issued with an inseparable third-party credit enhancement that is measured or disclosed at fair value.

The draft abstract of the consensus for exposure in EITF Issue No. 08-5 is scheduled to become effective on a prospective basis in the first reporting period beginning after the date of ratification. Early application will not be permitted.

The deadline for comment letters is August 4.

The draft consensus provides further specification as to how an issuer of debt with a third-party guarantee that is inseparable from the debt instrument should treat the debt and the guarantee.

At issue is whether the debt and the guarantee should be treated as one unit of accounting or two when the measurement attribute for that debt is fair value.

6/25/08 - Improving U.S. GAAP Is Still the FASB's Focus, Says Board Member.
No date has been set for U.S. companies to drop generally accepted accounting principles in favor of the International Financial Reporting Standards, but the members of the Financial Accounting Standards Board are already thinking about how the transition will affect their standards setting activity.

For the time being, the FASB remains committed to its longstanding role of issuing and modifying guidance under U.S. GAAP.

"It's necessary and important to maintain U.S. GAAP, which requires making improvements and fixing problems as they arrive," said George Batavick, a FASB member, during the Board's Mid-Year Update on June 23, 2008. "This is something we cannot ignore; maintaining existing GAAP is quite important."

Batavick also said he favored a two-year moratorium on issuing new accounting standards, one year before and one year after the initial adoption of IFRS in the U.S. During this period, companies would prepare statements in both U.S. GAAP and IFRS, and the time would give companies an opportunity to establish new financial reporting systems with minimal disruption while they adopt the international rules.

Also taking part in the webcast with Batavick were Russell Golden, FASB Technical Director, Jeffrey Mechanick, FASB Project Manager, and Judith O'Dell, the Chair of the Private Company Financial Reporting Committee, which is jointly sponsored by the FASB and the American Institute of Certified Public Accountants (AICPA). The panel was moderated by Dennis Chookaszian, the Chair of the Financial Accounting Standards Advisory Council (FASAC).

6/17/08 -- The FASB Rejects Bright Line Requirements for Investments in Transferred Financial Assets.
The Financial Accounting Standards Board (FASB), at its June 11, 2008, weekly meeting, decided to remove a specified minimum third-party investment requirement that permits transferred financial assets to receive sale accounting treatment.

The Board's decision will mean that no new requirement will be added to Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to replace the elimination of qualified special purpose entities (QSPEs).

Under current rules, entities that do not qualify as QSPEs are subject to the consolidation rules found in FASB Interpretation (FIN) No. 46(R), Consolidation of Variable Interest Entities, which requires that a minimum of 10% of the beneficial interest be held by a party that is not consolidated by the transferor.

A majority of the Board agreed that there should not be a bright line minimum threshold in order for a transferor to get sale accounting, but they were still concerned about the removal of the requirement.

6/16/08 -- The FASB to Discuss Proposals on Earnings Per Share and Statement Presentation.
At its June 18, 2008, weekly meeting, the Financial Accounting Standards Board (FASB) is to discuss the comment period and the effective date of a proposed statement on earnings per share (EPS), according to Action Alert No. 08-24.

The meeting is to also include a discussion of the FASB's financial statement presentation project with the International Accounting Standards Board (IASB), which is also scheduled to discuss the project when it meets on June 19.

The FASB is to discuss whether its long-term views on presentation in the statement of comprehensive income should remain in the scope of the project's Phase B, which addresses the fundamental issues for presenting financial information. If the statement of comprehensive income is removed from Phase B, then the Board plans to determine the effect that change would have on the presentation of other comprehensive income, income taxes, and EPS. The Board also plans to discuss limiting the extent to which Phase B of the project results in new footnote disclosures and the issues identified while drafting the discussion document, including the definition of the operating and investing categories and the preparation of the reconciliation schedule.

6/10/08 -- The FASB Issues ED No. 1590-100 on Hedge Accounting for Public Comment.
The Financial Accounting Standards Board (FASB) issued Exposure Draft (ED) No. 1590-100, Accounting for Hedging Activities--an amendment of FASB Statement No. 133, on June 6, 2008.

If approved, the guidance would amend Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, and would be part of the FASB's effort to simplify hedge accounting so that there is greater comparability of financial results among the entities that apply it. The guidance would also eliminate the multiple methods of hedge accounting currently being used for the same transaction.

Written comments on the proposal are due August 15.

The proposal is the latest of the FASB's efforts to clarify some of the ambiguities and misinterpretations that have muddied hedge accounting.

"The proposed statement was developed in response to requests to address the complexities of hedge accounting and to improve the usefulness of the hedge accounting results reported in financial statements," said Kevin Stoklosa, FASB Assistant Director of Technical Activities.

The guidance would also require an entity to designate all risks as the hedged risk in the hedged item or transaction.

The FASB wants commenters to say whether they believe the proposal adequately addresses the differences resulting from recognition and measurement anomalies between the accounting for derivative instruments and the accounting for hedged items or transactions.

The proposed statement would require application of the amended hedging requirements for financial statements issued for fiscal years beginning after June 15, 2009, and interim periods within those fiscal years.

6/02/08 - FASB and IASB Seek Views on Conceptual Framework Documents.
The Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) published consultative documents on May 29, 2008, to solicit comments on two of the eight phases of their conceptual framework project. Comments are due by September 29. The conceptual framework project was set up in October 2004 to provide a foundation for developing future accounting standards.

Exposure Draft (ED) No. 1570-100, An Improved Conceptual Framework for Financial Reporting: Chapter 1: The Objective of Financial Reporting and Chapter 2: Qualitative Characteristics and Constraints of Decision-Useful Financial Reporting Information, seeks views on the qualitative characteristics of information provided by financial reporting and the constraints on the provision of that information. The ED reflects updated proposals made by the IASB and the FASB in response to comments received about the July 2006 Discussion Paper Preliminary Views on An Improved Conceptual Framework for Financial Reporting: The Objective of Financial Reporting and Qualitative Characteristics of Decision-Useful Financial Reporting Information.

Preliminary Views (PV) No. 1580-100, An Improved Conceptual Framework for Financial Reporting: The Reporting Entity, sets out the Boards' opinions on the reporting entity concept and related issues. Although the reporting entity concept determines some important aspects of financial reporting, the Boards' existing frameworks do not address it specifically.

5/27/08 -- Action Alert No. 08-21: Board Agreed to Converged Definition of Discontinued Operations
The Financial Accounting Standards Board will hold its next meeting on June 4, 2008, and hold an informal education session on May 28, according to Action Alert 08-21.

In a separate announcement, the FASB's parent organization, the Financial Accounting Foundation, said that FASB member George Batavick will extend his term on the Board until a replacement is named for his seat. Two other Board members, Michael Crooch and Donald Young, will leave on June 30, at which point the FASB, as part of a broad restructuring approved by the FAF earlier this year, will shrink to five members from seven.

In a discussion about revenue recognition at its May 14 weekly meeting, the Board discussed a draft of Chapter 5, "Measurement of the Contract," for the upcoming discussion paper on revenue recognition and suggested several changes for both the structure and the content of the chapter. The Board also voted on the two measurement approaches and expressed a preliminary view in favor of the customer consideration approach, which measures performance obligations at the price (or value of the consideration) promised by the customer at contract inception and remeasures performance obligations only if they become burdensome.

On the subject of reporting discontinued operations, the Board agreed to a definition of converged definition of discontinued operations that states: A component of an entity that has been (or will be) disposed of and meets the definition of an operating segment under Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information, would be reported as a discontinued operation on the face of the financial statements.

05/23/08 --Modifications Approved for SFAS No. 140.
At its May 21, 2008, weekly meeting, the Financial Accounting Standards Board decided to amend Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, regarding the measurement of the interests held by a transferor following the sale of financial assets.

The amendment calls for a beneficial interest received by a transferor to be considered proceeds of a sale provided the transfer meets the other requirements of sale accounting.

The amendment had been proposed in 2005 in Exposure Draft (ED) No. 1225-001, Accounting for Transfers of Financial Assets: An Amendment of FASB Statement No. 140, and was one of two topics the Board took up in the wake of its April 2 decision in April to remove qualified special purpose entities from SFAS No. 140.

The FASB's research staff argued in favor of the amendment to SFAS No. 140, because a similar treatment was already reflected in SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, and SFAS No. 156, Accounting for Servicing of Financial Assets.

5/22/08 -- Webcast to Focus on Credit Crunch

The Financial Accounting Standards Board said it will host a webcast on the credit market crisis on June 2, 2008.

FASB Chairman Robert Herz, will be joined by Matthew Schroeder, Managing Director and Global Head of Accounting Policy at Goldman Sachs; Raymond Beier, a Partner with PricewaterhouseCoopers, and Jack Ciesielski, a member of the FASB-sponsored Investors Technical Advisory Committee, and President of R.G. Associates, a Baltimore investment firm.

The panel discussion will discuss the financial accounting and reporting issues facing participants in the credit markets and the responses by standards setters and regulators.

5/15/08 -- WHERE DOES THE FASB STAND ON GAAP-ONLY PROJECTS?
The convergence of U.S. generally accepted accounting principles with international accounting rules may be far from complete, but it seems to have moved along far enough to cause standards setters to take a long look at how they approach their priorities in the standards setting process.

“It would have to be an absolute emergency in U.S. financial reporting for us to add a new FASB-only project at this point, something that wasn’t already in the pipeline,” said Leslie Seidman, a member of the Financial Accounting Standards Board, during a May 13, 2008, New York conference on the International Financial Reporting Standards sponsored by Ernst & Young. Seidman prefaced her comments with the usual disclaimer that she was expressing only her own point of view and not speaking for the FASB as a whole.

“The plan for the FASB at the moment is to continue on the work on the FASB-only projects that had been in the pipeline and try to bring those to completion in short order,” she said. The projects included proposals to end the treatment for qualified special purpose entities under Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FASB Statement No. 125, and to establish a set of criteria for determining the appropriateness of off-balance vehiclces under FASB Interpretation (FIN) No. 46(R), Consolidation of Variable Interest Entities (revised December 2003)—an interpretation of ARB No. 51.

An exposure draft on hedge accounting is due later in May, and an amendment to FIN No. 46(R) will be produced for comment by June 30.

5/13/08 -- GUIDANCE ON GAAP HIERARCHY ISSUED BY FASB
The Financial Accounting Standards Board announced the issuance of guidance that will provide a hierarchy for U.S. generally accepted accounting principles on May 9, 2008. The Board issued Statement of Financial Accounting Standard (SFAS) No. 162 , The Hierarchy of Generally Accepted Accounting Principles.

This guidance provides a framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP).

GAAP hierarchy had previously been defined in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards (SAS) No. 69 , The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Board decided to amend the hierarchy guidance because it was directed at the auditor rather than the entity. SFAS No. 162 specifies that the GAAP hierarchy should be directed to entities because it is the entity, not its auditor, that is responsible for selecting the appropriate accounting principles.

SFAS No. 162 is effective 60 days after the SEC's approval of the Public Company Accounting Oversight Board Auditing amendments to SAS No. 69 .

SFAS No. 162 will only be effective for nongovernmental entities. State and local governmental entities and federal governmental entities will continue to be subject to the existing GAAP hierarchy.

5/05/08 -- Shift to IFRS May Change Accounting Education, Says FASB Chair.
The adoption of a principles-based accounting system in the U.S. will require major changes to the education and professional training for accountants and auditors, said Robert Herz, Chairman of the Financial Accounting Standards Board, at a May 1, 2008, conference at Baruch College's Zicklin School of Business in New York.

Herz said the transition to the International Financial Reporting System (IFRS) will make necessary both a cultural shift as U.S. practitioners make the shift from a rules-based system to a principles-based one and a broader understanding of economics, in addition to accounting.

"We have become a profession of template rules," said Herz. "When we teach accounting, we teach rules. We don't teach economics. How much are we teaching securities valuation?"

The FASB has begun to adopt a more principles-based approach in the guidance it has issued in recent years, but the standards setting body inevitably receives many questions on how specifically practitioners should interpret the rules, Herz said, who added that he has become less willing to provide such specific clarifications.

"Whether it is companies or auditing firms, I keep hearing, 'we need guidance on these 62 questions,'" he said. "I am increasingly saying no, you are earning the big money, figure it out."

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Responses will be used to develop implementation guidance for private companies that the PCFRC will recommend to the AICPA staff.

The PCFRC believes private companies need further implementation guidance because preparers of their financial statements are often inexperienced at financial reporting of income taxes under FIN No. 48.

1/3/08 -- Auditing Standards Board Issues Meeting Agenda.
The Auditing Standards Board of the American Institute of Certified Public Accountants recently released an agenda for its meeting scheduled for January 8-10, 2008, in Amelia Island, Florida.

The ASB will take up:

• The reports of ASB Chair Harold Monk, Jr. and AICPA Vice President Charles E. Landes;
• A proposed redrafted AU Section 339, "Audit Documentation";
• A proposed Statement on Auditing Standards (SAS), The Auditor's Communication with Those Charged With Governance;
• The first draft of the revised SAS 108, Planning and Supervision;
• A revised draft of AU Section 341, "The Auditor's Consideration of an Entity's Ability to Continue as a Going Concern";
• A first draft of a proposed SAS, Audit Considerations Relating to an Entity Using a Service Organization;
• A proposed Statement on Standards for Attestation Engagements (SSAE), Reporting on Controls at a Service Organization;
• AU Section 801, "Compliance Auditing Considerations in Audits of Governmental Entities and Recipients of Governmental Financial Assistance";
• A proposed SSAE that would revise AT Section 501, "Reporting on an Entity's Internal Control Over Financial Reporting";
• A proposed SAS, Required Supplementary Information;
• A proposed amendment to SAS 100, Interim Financial Statements, and
• The presentation format for ASB standards and policy for the placement of specific topic material in the standards.

Also, during the Wednesday, January 9 session the ASB will hold a liaison meeting with members of the Private Companies Practice Section, an AICPA body that represents and provides practice management resources to local and regional firms.

1/3/08 -- Technical Plan Issued for First Four Months of 2008.
The Governmental Accounting Standards Board published on December 21, 2007, its updated technical plan for January through April of 2008. The document includes a description of each project on the current technical agenda, as well as its history, background, accounting issues, and work plan, and was approved at the December Board meeting.

The current technical agenda projects are:

• Recognition and Measurement Attributes.
• Derivative Instruments.
• Fund Balance Reporting and Governmental Fund Type Definitions.
• Service Efforts and Accomplishments Reporting.
• Comprehensive Implementation Guide-Update.

The Technical Plan also describes current GASB research projects and potential projects.

12/3/07 -- Updated AICPA Audit Risk Alerts Are Now Available.
The American Institute of Certified Public Accountants (AICPA) recently updated six Audit Risk Alerts (ARAs) for 2007/2008:

• ARA, Compilation and Review Alert;
• ARA, Independence and Ethics Alert;
• ARA, SEC and PCAOB Alert;
• ARA, Real Estate Industry Developments;
• ARA, Construction Contractors Industry Developments; and
• ARA, Investment Companies Industry Developments.

  ARAs are Other Auditing Publications, as defined in AU Section 150, Generally Accepted Auditing Standards, and have no authoritative status, nor have they been approved, or otherwise acted on by an AICPA senior technical committee. According to the AICPA, an auditor applying the auditing guidance included in an ARA should be satisfied that, in her or his judgment, it is both appropriate and relevant.

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6/04/08 -- PCAOB Schedules Meeting to Consider Rules on Reporting by Audit Firms.
The Public Company Accounting Oversight Board (PCAOB) has scheduled a special meeting for June 10, 2008, to consider rules requiring annual and special reporting of specified information by registered public accounting firms.

If approved, the information provided in the reports would be available to the public, except for confidential information. The PCAOB said that any rules it adopts as a result of its deliberations on this topic would form the foundation of its reporting regime for accounting firms.

The Board also will consider adopting rules on firm registration status in the event of a merger or change in legal form.

In 2006, the PCAOB proposed rules on reporting and succession. The reporting proposal would require all registered firms to report certain information annually and to report other information if and when certain events occur. The proposal on audit firm succession requires auditors to provide certain information and representations as a condition to succeeding to the registration status of a predecessor.

5/29/08 -- Next Meeting of Treasury Department’s Advisory Panel Will Review Draft Report and Audit Quality Proposal.
The Treasury Department’s Advisory Committee on the Auditing Profession is approaching the final stretch of its one-year life span as it prepares for a June 3, 2008, meeting where it will review a draft of the final report it will submit to Treasury Secretary Henry Paulson in July.

The meeting's agenda also includes oral testimony from witnesses and consideration of written comments on the draft report. Treasury has asked that comments be submitted by June 13.

The draft, which was discussed during the committee’s May 5 meeting, addresses several human resources issues, including partner rotation, retention, and compensation, as well as the more complex issues for firms such as raising outside capital, litigation, and liability.
One recommendation asks the Public Company Accounting and Oversight Board (PCAOB), in consultation with auditors, investors, public companies, and others to "determine the feasibility of developing key indicators of audit quality and effectiveness and requiring auditing firms to publicly disclose these indicators."

The draft report says that given the dearth of publicly available information on audit quality, requiring firms to disclose indicators would have other positive effects, including improved decision-making by audit committees in approving auditor selection.

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3/4/08 -- GASAC to Receive an Update on the Board's Derivative Instruments Project.
The Governmental Accounting Standards Advisory Council, which advises the Governmental Accounting Standards Board, will meet on March 6-7, 2008, to take up:

• A report on the meetings and activities of the Financial Accounting Foundation (FAF), and a report from the GASB Chairman;
• Comments from other Board members, including an update on the Board's derivative instruments project; and
• GASAC feedback on technical agenda topics, communications and public relations topics, project prospectuses and proposals, and project priorities.

The meeting will take place at the GASB office in Norwalk, Connecticut, and be open to the public.

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The Boards agreed that a common set of principles needs to be established for revenue recognition that will apply to all transactions.

Some members of the IASB gave cautious support to the customer consideration approach to measuring performance obligations, one of the two models that were developed over the past year.

"Revenue recognition is fundamental to investors," said an IASB Board member. "The majority of the Board supports or does not object to the customer consideration approach."

In the customer consideration approach, assets and liabilities would be measured by reference to the customer consideration. The other approach calls for measuring assets and liabilities at fair value.

2/21/08 -- AUDITING STANDARDS BOARD VOTES TO ISSUE TWO EXPOSURE DRAFTS.
The Auditing Standards Board, the senior technical committee of the American Institute of Certified Public Accountants designated for issuing auditing, attestation, and quality control standards and guidance, voted to issue for public comment an exposure draft of proposed clarified Statement on Auditing Standards (SAS) 103, Audit Documentation, and an ED of proposed clarified SAS 114, The Auditor’s Communication with Those Charged with Governance, during a conference call on January 29, 2008.

SAS 103 and SAS 114 are the first standards to be redrafted as part of the ASB’s clarity project, which calls for the redrafting of all SASs so they are easier to read, understand, and implement.

SAS 103 was redrafted to converge with finalized and clarified International Standard on Auditing (ISA) 230, Audit Documentation. According to the Audit Documentation Task Force, there are no substantive differences between ISA 230 and the proposed clarified SAS.

SAS 114 was redrafted to converge with Redrafted ISA 260, The Auditor’s Communication with Those Charged with Governance. The revisions to SAS 114 reflect the changes made to the ED of ISA 260, which was rewritten for the International Auditing and Attestation Board's (IAASB) clarity project, the first stage of which was completed on January 14.

2/14/08 -- Trustees Announce Strategy to Advance Review Of Constitution.
The Trustees of the International Accounting Standards Committee Foundation, the oversight body of the International Accounting Standards Board, agreed on a strategy for their upcoming review of the IASCF's Constitution at their January 29-30, 2008, meeting.

The strategy calls for the Trustees to accelerate their review of three proposals that are intended to enhance the their public accountability:

• A representative monitoring group of official organizations, which would approve Trustee appointments and review the Trustees' oversight activities. The Trustees plan to reach their conclusions on the size, composition, and mandate of the group in the second half of 2008;
• A gradual expansion of the IASB from 14 to 16 members. The Trustees also will consider whether the Constitution should explicitly require geographical balance among members; and
• An extended consultation process on other Constitutional matters, including a request for comments and suggestions on other elements of the Constitution. The Trustees plan to conclude their broader review of the Constitution by the end of 2009.

The Trustees also said they plan to broaden their discussions with stakeholder groups on both these proposals and on the review of the Constitution more generally.

2/11/08 -- IASB to Discuss International Convergence With Its Analyst Representative Group.
The International Accounting Standards Board will meet with its Analyst Representative Group, which provides the views of professional investors on financial reporting issues, on Wednesday, February 13, 2008, to discuss:

• Market issues;
• Recent updates to the IASB work plan;
• Current matters concerning the International Financial Reporting Interpretations Committee (IFRIC);
• The IASB's joint projects with the Financial Accounting Standards Board (FASB) on financial reporting for consolidated entities, financial instruments, and earnings per share; and
• The measurement phase (Phase C) and reporting entity phase (Phase D) of the Boards' joint conceptual framework project.

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