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

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

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

Conducted on Wednesday, March 28, 2018

Recorded event now available

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Program Materials

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 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 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 must 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


Kowalski, Brian
Brian E. Kowalski

Latham & Watkins

Mr. Kowalski focuses his practice on the defense of securities enforcement and white collar criminal...  |  Read More

Waryjas, Maryann
Maryann A. Waryjas

Senior Vice President, Chief Legal Officer and Secretary
Herc Rentals

Ms. Waryjas joined Herc Rentals Inc. in November 2015 from Great Lakes Dredge & Dock Corporation, one of the...  |  Read More

Wilson, Alan
Alan J. Wilson

Wilmer Cutler Pickering Hale and Dorr

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

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