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

Navigating the Scope of Lawyers' Responsibility to Auditors Under the ABA Treaty When Responding to Information Requests

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

Conducted on Thursday, March 30, 2017
Recorded event now available

This CLE webinar will provide guidance to in-house counsel for 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 are required to 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 more information from attorneys than might be called for by the ABA Treaty and in-house counsel have had to deal with more difficult issues in their responses to audit letters. When responding to auditors, in-house counsel should act carefully and strategically. This includes conducting an internal inquiry to determine what to disclose in the response, setting a mutually agreed upon dollar amount threshold for materiality, including a confidentiality clause in the audit engagement letter, and more.

Listen as our authoritative panel discusses recent trends in audit response letters and the complicated legal issues in-house 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:

  • What the ABA Treaty requires of legal and accounting professionals as it relates to external audits of companies
  • Attorney-client privilege concerns implicated by requests for information from in-house counsel during external audits
  • Best practices for in-house counsel for responding to external auditor requests for information


Stanley Keller, Of Counsel
Locke Lord, Boston

Mr. Keller is a nationally recognized corporate and securities lawyer who advises clients ranging from emerging companies to industry leaders. His practice focuses on public and private securities offerings and other corporate financings, advising publicly traded companies on compliance with SEC rules, public disclosure requirements and best practices, the Sarbanes-Oxley Act, the Dodd Frank Act and the JOBS Act, and other securities law and stock exchange requirements. He also counsel clients on mergers and acquisitions and corporate governance.

Brian E. Kowalski, Partner
Latham & Watkins, Washington, D.C.

Mr. Kowalski focuses his practice on the defense of securities enforcement and white collar criminal investigations and proceedings, conducting internal corporate investigations, and related civil litigation. He has represented clients in investigations and litigation involving accounting and securities regulation, the FCPA and similar foreign laws, healthcare regulation, and other complex regulatory matters.

Maryann A. Waryjas, Senior Vice President, Chief Legal Officer and Secretary
Herc Rentals, Bonita Springs, Fla.

Ms. Waryjas joined Herc Rentals Inc. in November 2015 from Great Lakes Dredge & Dock Corporation, one of the largest providers of dredging services in the United States. At Great Lakes, Ms. Waryjas served as Senior Vice President, Chief Legal Officer and Corporate Secretary from August 2012 to November 2015. From 2000 until joining Great Lakes, Ms. Waryjas was a partner at the law firm of Katten Muchin Rosenman, LLP, where she most recently was co-chair of the firm’s Corporate Governance and Mergers and Acquisitions Practices. Ms. Waryjas served two consecutive terms on Katten’s Board of Directors. Prior to Katten, Ms. Waryjas was a partner at the law firms of Jenner & Block LLP and Kirkland & Ellis LLP. Ms. Waryjas received her B.S. degree, magna cum laude, from Loyola University and her J.D. degree, cum laude, from Northwestern University School of Law.

Alan J. Wilson, Esq.
Wilmer Cutler Pickering Hale and Dorr, Washington, D.C.

Mr. Wilson advises public and private company clients on a variety of matters, including SEC disclosures, corporate governance and complex accounting issues. He regularly advises public companies on addressing new SEC rules and emerging issues. As a CPA, Mr. Wilson has experience in legal aspects of accounting and auditing and is the Content Director of the Audit Responses Committee of the Business Law Section of the ABA.


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Customer Reviews

The presenter was very articulate and had an excellent command of the topic and provided very thorough handouts.

Theresa Woodruff

Mercury Marine

I appreciated the discussion about the often complex aspects of giving legal opinions in the LLC context.

David Longenecker

Stites & Harbison

I appreciated the practical advice and seasoned evaluation of the rules.

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Ruder Ware

The program contained good information based on solid experience.

Edward M. Dunham, Jr.

Kleinbard Bell & Brecker

Excellent topics, discussed very well.

McClure King

Dearborn National

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Corporate Law Advisory Board

Stuart M. Altman

Director, Corporate Legal Investigations


Mark H. Hain

General Counsel

Assurance America

Michael Hermsen


Mayer Brown

Matthew A. Karlyn


Foley & Lardner

Michael J. Missal

Inspector General

Department of Veterans Affairs

G. Thomas Stromberg


Jenner & Block

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