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Audit Response Letters and Disclosures: Counsel's Role in Balancing Auditor Demands and Company Privileges

Lawyers' Responsibility and Limitations Under the ABA Treaty When Responding to Audit Requests

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, December 8, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course will guide counsel in responding to external auditor inquiries concerning their client's litigation, claims and assessments, and related financial reporting and disclosures. The panel will explain best practices for providing information regarding "pending or overtly threatened" legal claims in audit response letters and updates without compromising the client's privileges and confidentiality.


Accountants conducting external audits of a company's financial statements and related disclosures must ask the company for information about "pending or overtly threatened" legal matters, including litigation and government investigations. However, the longstanding ABA Treaty between the legal and accounting professions contemplates that attorneys providing this information will limit their discussion of these matters to protect attorney-client privilege and the company's litigation position.

In recent years, auditors have pushed for information from attorneys beyond the ABA Treaty, and counsel must deal with more complex issues in their responses to audit letters. When responding to auditors, counsel must act carefully and strategically. This includes an internal inquiry to determine what to disclose in the response, setting a mutually agreed-upon dollar amount threshold for materiality, and including a confidentiality clause in the audit engagement letter.

Listen as our authoritative panel discusses recent trends in audit response letters and the complicated legal issues counsel must navigate in determining what to disclose in their responses.



  1. Latest trends in audit response letters
  2. External audits: duties of auditors and attorneys
  3. Attorney-client privilege issues with audit response letters
  4. Best practices for responding to auditor inquiries


The panel will review these and other key issues:

  • Legal and accounting professionals: the ABA Treaty regarding external audits of companies
  • Attorney-client privilege concerns implicated by requests for information from counsel during external audits
  • Best practices for counsel for responding to external auditor requests for information


McKay, Kenneth
Kenneth E. McKay

Baker Donelson

Mr. McKay has experience in a wide range of litigation areas. He concentrates on commercial litigation and real...  |  Read More

Wilson, Alan
Alan J. Wilson


Mr. Wilson advises public and private company clients on a variety of matters, including SEC disclosures, corporate...  |  Read More

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