Some deals have no one obvious place in a company's books. A biotech signs a license or buys a smaller company, someone in finance has to decide how to record it, and the rulebook rarely gives a single clean answer. A technical accounting memo records that decision: the question, the facts, the rules, the choices rejected and who signed. Auditors test it, and regulators can ask about it years later.
Written for the people who prepare, review and rely on these memos: technical accountants, controllers, chief accounting officers, deal and alliance accountants, internal audit, and leaders deciding whether to automate the research and drafting. The first sections assume no accounting background.
Imagine you are the assistant controller at a biotech, Northwind Bio. On August 30, 2026, your company licensed its drug Dravenzo to a Japanese partner, Sakuradai Pharmaceutical, for every market outside the US. Sakuradai pays $75.0 million up front, and a further $40.0 million when Japan's regulator approves the drug. That second promise sits in section 3.2 of a 61-page agreement.
By October 7 the quarter has been closed for a week, and your memos go to the auditors on October 16. A colleague in alliance accounting asks: does any of the $40.0 million count as third-quarter revenue? Approval looks likely, and the money is in a signed contract.
If it were booked now
Q3 revenue
$115.0M
If approval fails
$40.0M reversed
What the memo concludes
Q3 revenue
$75.0M
Milestone
Reviewed each quarter
$40.0M left out of Q3Approval is the regulator's callso it waits until a reversal is unlikely.
A careful memo catches the $40.0 million before it inflates a quarter, cites the paragraph and the company's own earlier decision, and leaves a signed record your auditors can test.
The technical accounting memo: what it holds, which rules drive it, and where life sciences judgments go wrong
What goes into a position memo, how a license milestone and an asset acquisition are worked through step by step, what the SEC staff and audit inspectors look at, and what changed by November 2026. No product appears in this part, and all accounting references are to US GAAP. Readers new to accounting can begin with section 1.
01 · In plain words
What a technical accounting memo is: the written reason behind one hard number
Most of what a finance team records follows a routine: pay a supplier, book a sale, run the payroll. Some transactions do not fit the routine. A biotech licenses its drug to a partner for cash today, cash on approval and royalties later. It buys a small company whose whole value is one experimental medicine. It agrees to share development costs with another drug maker. Each of these can land in the accounts in more than one way, and the difference can run to hundreds of millions of dollars.
US companies follow a body of rules called generally accepted accounting principles, or GAAP, collected in the Accounting Standards Codification, which accountants call "the ASC". The ASC sets out principles, and principles need applying. Somebody has to read the contract, find the right paragraphs, check what the company did last time and reach a view. That person is usually a technical accountant, a specialist in the rulebook.
The technical accounting memo, also called a position memo or position paper, is where the view gets written down. It states the question, the facts, the rules, the reasoning, the other answers considered and rejected, the conclusion, the effect on the numbers and who signed. Two years later, when the people involved have moved on, the memo is what explains why the number is what it is.
A memo remains the judgment of the company's accountants, who answer for it. The company's outside auditors test it and form their own view. Software can find paragraphs and draft sentences, and neither job makes it the author of the judgment. This guide explains the work and then looks at how far automation can fairly go.
From a signed contract to the audit file: the five stops of an accounting question
A deal closesA license, an acquisition or a collaboration is signed. In the example, the license is signed on August 30, 2026.
Someone asks the questionA deal or alliance accountant asks how it should be booked, usually while the quarter is closing.
Research and draftingA technical accountant reads the contract, the policy manual, earlier memos and the ASC, then writes the position. This step is what this guide is about.
Review and signatureA second reader challenges it. The controller signs, and on larger items the chief accounting officer signs too.
The auditors test itThe memo goes to the external auditor, and significant judgments go to the audit committee of the board. In the example, on October 16 and October 28.
The people, companies and figures in this example are fictional.
No rule demands a memo, and three more surprises about position papers
No rule says "write a memo"
The duty is broader. SEC guidance makes management responsible for "evidential matter, including documentation" that reasonably supports its assessment of internal control, the checks that keep the accounts reliable, and says this also lets the auditor consider the work.1 The memo is how companies meet that duty for a hard judgment, so its format is theirs to choose.
The rulebook is free to read
The foundation behind the Codification announced an end to its paid tier on February 27, 2023, and the full text is now free to read online.2 Finding the paragraph is rarely the slow part. Finding what your own company decided on a similar deal usually takes longer.
"Probable" points the other way
A milestone payment goes into revenue only if it is probable that a significant reversal, meaning revenue taken back later, will not happen.3 It is easy to flip this into "unless a reversal is probable", a far easier test. That change of word order moves real money, and section 4 works it through.
Nobody publishes how long a memo takes
We found no published study of the hours per memo, the number of memos a company writes, or how often memos contain errors. Figures that circulate trace back to vendors or to nothing. This guide marks its own estimates as estimates and shows you how to measure your own.
The vocabulary of a position memo: variable consideration, constraint, IPR&D and the screen test
Variable consideration
Money a contract may or may not pay, depending on some future event, such as a payment due only if a regulator approves the drug.
Constraint
The limit that keeps uncertain money out of revenue until a later reversal is unlikely.
IPR&D
In-process research and development: a drug program still being developed. When bought outside a business combination, it is usually charged to expense at once.
Screen test
A first check on a purchase. If nearly all the value sits in one asset, the deal is an asset acquisition, and the accounting changes a great deal.
Technical accounting memo template: the eight parts of a position memo and which readers rely on each
In shortA good memo has a recognizable shape: purpose, facts, literature, analysis, alternatives, conclusion, financial statement impact and sign-off. Each part serves a different reader. The analysis works best when it follows the steps of the standard itself, because that is how an auditor will check it.
The sample company in this guide uses a house template with eight sections. No rule fixes the format, so other teams' templates will differ. The order matters less than whether a stranger can follow the reasoning, which is also how SEC guidance frames it: documentation should allow a third party, such as the external auditor, to consider the work management did.1
Part
What it says
The test of a good one
Purpose and question
The transaction, the period and the exact question
A stranger knows what is being decided in two sentences
Background and facts
Dates, amounts and clauses, with their source
Every fact traces to a page in the contract or valuation
Applicable literature
ASC paragraphs, the company's policy and earlier memos
Paragraph numbers, and current versions only
Analysis
The reasoning, in the standard's own steps
Each step reaches its own conclusion and shows its source
Alternatives rejected
The other answers a reasonable person could give
Says why each fails on these facts
Conclusion
The position management takes
It follows from the analysis, with nothing new added
Financial statement impact
Amounts, journal entry, disclosure
The numbers add up and tie to the general ledger, the company's master accounts
Sign-off
Preparer, reviewer, signers and dates
Dated before the filing, with the version locked
Every reader checks the financial impact, and only the external auditor leans on almost every part
Which part of a position memo each reader relies on most
LittleSomeHeavily
ControllerExternal auditorAudit committeeSEC staffFactsSomeHeavilyLittleSomeLiteratureSomeHeavilyLittleSomeAnalysis in stepsHeavilyHeavilyLittleHeavilyAlternatives rejectedHeavilyHeavilySomeSomeConclusionHeavilySomeHeavilySomeFinancial impactHeavilyHeavilyHeavilyHeavilyDated sign-offSomeHeavilyLittleLittle
Our reading of the sources1,4 · Our reading. SEC staff see filings and the replies to their comments, and ask for support only when they have a question.
Show the numbers
Controller
External auditor
Audit committee
SEC staff
Facts
Some
Heavily
Little
Some
Literature
Some
Heavily
Little
Some
Analysis in steps
Heavily
Heavily
Little
Heavily
Alternatives rejected
Heavily
Heavily
Some
Some
Conclusion
Heavily
Some
Heavily
Some
Financial impact
Heavily
Heavily
Heavily
Heavily
Dated sign-off
Some
Heavily
Little
Little
Eight memos in one biotech's third quarter, sized by the money at stake
Volume surprises people outside finance. In the guide's fictional company, one quarter of deal activity produces eight position memos on eight different standards. Few companies publish such a list, so treat this as an example of the mix and count your own.
One asset acquisition outweighs the other seven memos in the quarter
Dollar impact of each position memo in the example's third quarter of 2026
Embedded lease in a supply contract (ASC 842)$48.2M
Collaboration cost share (ASC 808)$38.6M
Pre-launch inventory (ASC 330)$21.7M
Restructuring benefits (ASC 420)$17.9M
Replacement share awards (ASC 718)$6.3M
Fictional example from this guide
Show the numbers
Memo
Impact
Asset acquisition, acquired R&D (ASC 805, 730)
$384.5M
Priority review voucher (ASC 350, 730)
$95M
License upfront payment (ASC 606)
$75M
Embedded lease in a supply contract (ASC 842)
$48.2M
Collaboration cost share (ASC 808)
$38.6M
Pre-launch inventory (ASC 330)
$21.7M
Restructuring benefits (ASC 420)
$17.9M
Replacement share awards (ASC 718)
$6.3M
03 · The rules in 2026
The accounting rules behind a position memo, with what changed through November 2026
In shortThe core revenue, acquisition and research standards have held steady for years. What moved sits around them: a September 2025 change to derivatives scope that touches milestone-linked contracts, new expense and interim disclosures, shorter audit documentation deadlines, new control guidance for generative AI, and an SEC proposal to make quarterly reports optional, with no final rule found.
Three bodies appear in this section. The Financial Accounting Standards Board, or FASB, writes US GAAP and changes the ASC through documents called Accounting Standards Updates, or ASUs. The SEC sets reporting rules for public companies. COSO, the Committee of Sponsoring Organizations of the Treadway Commission, publishes a well-established framework for internal control.5
Rule
What it governs here
Status, November 2026
ASC 606
License revenue, milestones, royalties. Five steps at 606-10-05-43
In force. Licensing guidance as amended in April 20166
ASC 805
Business or asset acquisition. Screen at 805-10-55-5A7
Under the SEC's proposal, a company could choose to file a Form 10-S for the first six months of its fiscal year in place of three Form 10-Q quarterly reports. The form would carry the same information, due in the same 40 or 45 days. An independent accountant would still review the statements, and the current certifications on controls would still apply.15
A company that opts in would have fewer forced reporting dates, while its deals would keep closing at the same pace. A company that later switches back to quarterly reports may need to prepare and have reviewed the prior-year quarterly statements it skipped.15 Read the final text if one is adopted.
ASU 2025-07: why milestone-linked contracts may leave derivative accounting
A payment that depends on a future event can technically look like a derivative, a contract whose value moves with some outside variable. That would mean accounting at fair value, roughly what the item would sell for today, with swings through earnings. The FASB says questions had arisen about long-standing deals, naming research and development funding arrangements among them.11
ASU 2025-07 excludes non-exchange-traded contracts whose variables are based on operations or activities specific to one of the parties. Its text names events such as obtaining regulatory approval or achieving a product development milestone, says it does not matter whether the outcome is within the entity's control, and works a drug research funding arrangement as its first example. Variables based on market rates and prices stay outside the exception, among other listed cases.11
After ASU 2025-07, the variable behind a payment decides the derivative question
The check a memo on a contingent payment runs once the update is adopted
1The contract
Not traded on an exchange, with a payment that depends on a future event.
ScopeStart here
2The variable
Based on operations or activities specific to one of the parties?
Topic 815The deciding question
3Named events
Regulatory approval or a product development milestone, within the entity's control or not.
Named in the textPoints to exclusion
4Listed exceptions
Market rates and prices, among other listed cases, stay outside.
Named in the textCheck the list
5The memo's result
Excluded from derivative accounting, or the derivative analysis still runs.
Not traded on an exchange, with a payment that depends on a future event.
Scope
Start here
The variable
Based on operations or activities specific to one of the parties?
Topic 815
The deciding question
Named events
Regulatory approval or a product development milestone, within the entity's control or not.
Named in the text
Points to exclusion
Listed exceptions
Market rates and prices, among other listed cases, stay outside.
Named in the text
Check the list
The memo's result
Excluded from derivative accounting, or the derivative analysis still runs.
Conclusion
State which
Before the change, a memo on a contingent payment had to walk through that derivative analysis, as Deloitte's chapter on asset acquisitions shows.16 After adoption, the same memo should test the new exclusion and its exceptions.
This guide is written to US GAAP. Companies reporting under IFRS Accounting Standards should check each point separately. The International Accounting Standards Board, or IASB, is reviewing IAS 38, its intangible assets standard; on October 27, 2026 it discussed recognition requirements and made no decisions.17
On the US side, the FASB considered and decided against technical agenda projects on alternative funding arrangements, including research and development funding, in the first quarter of 2026,18 and on intangibles on May 13, 2026.19 Those chair reports run through June 30, 2026, the latest we could read.
04 · ASC 606 milestones
ASC 606 milestone accounting, worked through: why $40.0 million on approval stays out of revenue
In shortThe five steps of ASC 606 turn a license into a revenue figure. The hard one is usually step three, the price. A payment due on regulatory approval is variable consideration, and it enters revenue only if a significant reversal is probably not going to happen. For a new drug, that often means waiting for the regulator.
The license from the opening example has four money terms in its agreement: $75.0 million within 30 days, $40.0 million on approval in Japan, royalties of 12% to 18% on net sales, and clinical supply at cost plus 10%. Here is how each runs through the standard's five steps, which are set out at ASC 606-10-05-4.3
Step three decides the answer on a licensing milestone
The five steps of ASC 606, applied to the example license
11 · The contract
Signed August 30, 2026, enforceable, with payment terms set.
606-10-25-1Clear
22 · The promises
An exclusive license is one obligation. Supply is ordered separately.
606-10-25-19 to 25-21Open point on supply
33 · The price
$75.0M fixed. $40.0M variable, left out for now.
606-10-32-5 to 32-12The deciding step
44 · Allocation
With one obligation, all $75.0M goes to the license.
606-10-32-28Simple here
55 · Recognition
Functional license: at a point in time. Royalties as sales occur.
606-10-55-58, 55-65August 30, 2026
Fictional example from this guide
Show the numbers
Step
What happens
Who
Time
1 · The contract
Signed August 30, 2026, enforceable, with payment terms set.
606-10-25-1
Clear
2 · The promises
An exclusive license is one obligation. Supply is ordered separately.
606-10-25-19 to 25-21
Open point on supply
3 · The price
$75.0M fixed. $40.0M variable, left out for now.
606-10-32-5 to 32-12
The deciding step
4 · Allocation
With one obligation, all $75.0M goes to the license.
606-10-32-28
Simple here
5 · Recognition
Functional license: at a point in time. Royalties as sales occur.
606-10-55-58, 55-65
August 30, 2026
The "probable" sentence in ASC 606-10-32-11, and the misreading to avoid
A payment that depends on an uncertain event is variable consideration, and it has to be estimated.3 When there are only two outcomes, paid or unpaid, the standard says the "most likely amount" may be an appropriate estimate.3 Then comes the limit. ASC 606-10-32-11 includes the amount "only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur".3 The Codification's glossary defines probable as likely to occur.3
Read that again with the hurdle in mind. You need to be able to say a big reversal is likely not to happen. A loose summary lets an uncertain amount in when the odds are unclear, and the real test keeps it out.
Wording
What you must be able to say
When the odds are unclear
The standard: "probable that a significant reversal ... will not occur"3
A significant reversal is likely not to happen
The amount stays out of revenue
A loose summary: "included unless a reversal is probable"
Only that nobody has shown a reversal is likely
The amount goes into revenue
Why a blanket rule still needs thought. Deloitte's life sciences guide says companies using the most likely method "may conclude" that a regulatory milestone is $0 before approval. It generally would not constrain 100% of a non-zero estimate outside listed exceptions, and it treats the two as different ideas.
It also notes that a milestone can become probable before approval in some cases, such as an authorized generic of an existing brand under FDA review (a brand-name drug sold without the brand name on its label20), and that this is harder to assert for a new compound with no competitor on the market. Elsewhere the same chapter says a company may conclude the amount should be constrained until approval.21 The example's policy takes that simple line. Whichever route you use, the memo should say why it fits this drug.
An approval milestone trips the factors a rebate on an established product does not
The factors in ASC 606-10-32-12, compared for two kinds of variable amount
LowMediumHigh
Outside the company's influenceLong wait to resolveLittle experienceWide price concessionsMany possible amountsApproval milestone, new compoundHighMediumMediumLowLowApproval milestone, authorized genericMediumLowMediumLowLowRebate, established productLowLowLowLowMedium
Our reading of the sources3,21 · Our reading of the listed factors and Deloitte's comparison. Your facts decide your own row.
Show the numbers
Outside the company's influence
Long wait to resolve
Little experience
Wide price concessions
Many possible amounts
Approval milestone, new compound
High
Medium
Medium
Low
Low
Approval milestone, authorized generic
Medium
Low
Medium
Low
Low
Rebate, established product
Low
Low
Low
Low
Medium
What booking the milestone early would do to the third quarter
Booking the milestone early adds $40.0M now and risks taking all of it back
Booked earlyAs the memo concludes
Q3 2026 license revenue$115M$75M
Reversal if approval fails$40M$0
Fictional example from this guide · The approval outcome is unknown in the example. The second row shows what is at risk, and predicts nothing.
Show the numbers
Measure
Booked early
As the memo concludes
Q3 2026 license revenue
$115M
$75M
Reversal if approval fails
$40M
$0
The quarterly re-check, and how royalties, upfront timing and supply differ from the milestone
Leaving the milestone out is a conclusion for today. ASC 606-10-32-14 requires an update at the end of each reporting period, including whether the estimate is still constrained.3 When a regulator's decision lands after quarter end and before the statements are issued, Deloitte points to the subsequent events guidance in ASC 855.21
Royalties. The constraint does not apply. A royalty on a license of intellectual property counts as revenue when the later of two things happens: the sale occurs, or the obligation is satisfied.6
Timing of the upfront payment. A license can transfer at a point in time or over time, depending on what it grants.6 A functional license grants rights to intellectual property that works as it stands, and is usually recognized at a point in time. Treating rights to a developed molecule as functional supports the example's single date, and the memo has to show that reasoning.
Clinical supply. An option to buy more is a separate obligation only if it gives a material right, meaning a discount the customer would not otherwise get.3 The example leaves this open with a named person, and says it does not change the third-quarter amount.
05 · ASC 805 asset deals
The ASC 805 screen test and acquired IPR&D: how a $410 million purchase becomes a $384.5 million charge
In shortAccounting sorts the purchase of a company into one of two kinds: a business combination or an asset acquisition. If substantially all the value sits in one asset, the deal is an asset acquisition: no goodwill (the premium paid above the identified assets), deal costs added to cost, and acquired research charged straight to expense when it has no other use. Those differences decide the size of the charge and when it lands.
In the guide's second example, Northwind buys Tamsin Biosciences on September 22, 2026. It pays $410.0 million in cash, including $12.4 million held in escrow for the three founders, plus $6.8 million of its own deal costs. A further $350.0 million may follow: $75.0 million when the first patient is dosed in a Phase 3 study, $125.0 million when the application is accepted and $150.0 million on approval. A preliminary valuation puts the non-cash assets at $431.0 million.
Step one, the screen: is nearly all the value in one asset?
ASC 805-10-55-5A says that if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or a group of similar ones, the set is not a business. Gross assets leave out cash, deferred tax assets and goodwill arising from deferred tax liabilities.7 Deloitte says "substantially all" is generally read as 90% or more, while warning that the FASB did not intend a bright line and that a result close to 90% calls for judgment.16
One program holds 93.3% of the value, so the purchase is an asset acquisition
Preliminary fair value of gross assets excluding cash, $431.0M in all
TMS-118, Phase 2 program93.3%$402M
TMS-207, preclinical program2.7%$11.5M
Lab equipment and lease right-of-use2.2%$9.3M
Other assets1.9%$8.2M
Fictional example from this guide
Show the numbers
Asset
Fair value
TMS-118, Phase 2 program
$402M
TMS-207, preclinical program
$11.5M
Lab equipment and lease right-of-use
$9.3M
Other assets
$8.2M
Business combination or asset acquisition: seven lines of accounting that change
Item
Business combination
Asset acquisition
Acquired R&D
Fair value, held as an intangible asset until the project ends
Expensed under ASC 730, unless it has an alternative future use
Goodwill
Recognized for the excess
None. Any excess is spread over certain assets by relative fair value
Deal costs
Expensed as incurred
Direct costs added to the cost of the acquisition
Contingent payments
Fair value at the deal date, with later changes in earnings if a liability
Fair value if a derivative. Otherwise generally when probable and estimable, or when the contingency resolves
Workforce
Not recognized
Recognized, presumed to meet the asset criteria
Gain contingencies
Measured at fair value if determinable
Recognized when realized
Deferred taxes
Generally recognized under ASC 740
Generally recognized, using the simultaneous equations method
The calculation can be checked by hand. Cost is what you paid, plus direct deal costs. Spread it over the non-cash assets by their relative fair value, and the share falling on the two research programs is expensed, because under ASC 730-10-25-2 intangibles acquired for research are capitalized, meaning held as assets, only if they have alternative future uses beyond the project at hand.8 The two programs hold $413.5 million of the $431.0 million, or 95.9%.
Line ($ millions)
Founder payment is pay for future work
Founder payment is part of the price
Cash paid at closing
410.0
410.0
Less the founder escrow
(12.4)
0.0
Plus deal costs
6.8
6.8
Plus liabilities assumed
14.6
14.6
Less cash acquired
(18.2)
(18.2)
Cost of the non-cash assets
400.8
413.2
The two programs' 95.9% share, expensed
384.5
396.4
Fictional example. Figures follow the sample memo shown in Part B.
Up to $350.0 million of milestones, and nothing booked at close
The largest of the $350.0M in milestones waits on approval
Contingent payments in the example purchase, none recorded at close
Approval$150M
Application accepted$125M
First patient dosed in a Phase 3 study$75M
Fictional example from this guide
Show the numbers
Milestone
Payment
Approval
$150M
Application accepted
$125M
First patient dosed in a Phase 3 study
$75M
ASC 805-50 says liabilities incurred are part of the cost of an asset acquisition, but gives no specific guidance on contingent consideration. Deloitte reads the guidance this way: if it meets the definition of a derivative it goes to fair value; otherwise ASC 450 may require recognition when a liability is probable and can be reasonably estimated.
Deloitte adds that practice varies, with others waiting until the contingency resolves, that it accepts either approach, and that a payment based on regulatory approval is generally not considered probable until the contingency is met.16 In the example, no milestone is probable at close, so nothing is recorded. When one becomes probable it is expensed, because the asset it relates to was expensed. The memo should also run the derivative test, now with the ASU 2025-07 exclusion in view from its effective date.11
06 · Founder retention
Founder retention payments: when your written policy and your last signed memo disagree
In shortA payment to sellers that disappears if they leave generally counts as pay for future work. The example's written policy says so, but a signed memo from two years earlier treated a similar payment as part of the price. Finding that conflict before the auditor does is the hard part. Deciding it belongs to a named person.
Tamsin's $12.4 million sits in escrow, released to the three founders only if each still works for Northwind 18 months after closing. Forfeited amounts come back. Under ASC 805-10-55-25(a), for a business combination, a contingent payment that is automatically forfeited if employment ends is compensation for later service, and PwC's guide says so in those terms.22 This deal is an asset acquisition, so the paragraph can apply only by analogy, and PwC's page does not address that case. The company's own policy, section 7.2.6, takes the analogy.
The difficulty is history. A memo signed in November 2024 for an earlier purchase, Elmstead Bio, put $4.0 million of stay-conditioned founder payments into the price, on the ground that it was negotiated as part of the price. A prior controller signed it. Nobody revised the policy, and nobody flagged the difference. A reviewer who only reads the policy misses it, and a reviewer who only reads the last memo copies it.
The choice moves $11.7M of third-quarter expense and almost nothing in total
Two treatments of the $12.4M founder payment
Pay for future workPart of the price
Acquired R&D charge, Sep 22$384.5M$396.4M
Compensation in Q3 2026$200K$0
Total Q3 expense from these lines$384.7M$396.4M
Compensation after Q3, over the stay$12.2M$0
Fictional example from this guide · Over the whole stay, the expense reaches $396.9M against $396.4M. The small gap is the share of the payment that the part-of-the-price treatment would allocate to the other non-cash assets. The choice mostly changes timing and which line carries it.
Show the numbers
Line
Pay for future work
Part of the price
Acquired R&D charge, Sep 22
$384.5M
$396.4M
Compensation in Q3 2026
$200K
$0
Total Q3 expense from these lines
$384.7M
$396.4M
Compensation after Q3, over the stay
$12.2M
$0
What the memo owes a reader on this judgment
Both sources, quoted side by side. The policy section and the earlier memo, each with its date and signer.
The indicator from the literature. Automatic forfeiture points to compensation.22 PwC also says all the indicators should be considered, and works through payments shared among selling shareholders.22
Why the earlier memo does or does not apply. Different facts can justify a different answer. "That was then" cannot.
What happens to the policy. If practice changed, the manual needs an update, or the exception needs a record.
The name and date of the person who decided. A judgment recorded with a reason can be challenged and defended, and a reviewer has something specific to test.
07 · Other judgments
Collaboration cost shares, embedded leases, pre-launch inventory and priority review vouchers: four more recurring calls
In shortBeyond licenses and acquisitions, life sciences finance teams keep meeting the same four questions. Each has a clear starting paragraph and a judgment that depends on facts: who the customer is, who controls a production line, how likely approval is, and what you intend to do with a priority review voucher. That is an FDA award, which qualifies a later application for a 6-month review in place of the standard 10 months and can be sold between companies.8
Question
Where to start
The judgment
In the example
Is a partner's cost-share payment revenue?
ASC 808-10-15-5B: a distinct unit with a customer falls under ASC 606. Revenue presentation is barred where the participant is not a customer9
Whether the partner is buying something from you, or sharing a risk with you
$38.6M, 40% of $96.5M. Reduction of R&D expense, while the old policy still says revenue
Is there a lease inside a supply contract?
ASC 842-10-15-3 asks about the right to control an identified asset. 15-9 and 15-10 cover identifying it, and substitution rights10
Who directs the use of a production line, and whether the supplier could really swap it
Fill line 3, seven years, only for Northwind: a $48.2M right-of-use asset, the balance sheet entry for a lease
Can pre-launch inventory be capitalized?
It must be an asset: a present right to an economic benefit. Consider approval history, timing, litigation, regulator correspondence and market factors8
When approval is judged probable, and what the policy says
Nine batches, $21.7M. The policy says expense until approval. A draft memo proposes an earlier trigger
Asset or expense for a priority review voucher?
Depends on intended use. A voucher bought for an existing program may have no alternative future use. One bought to resell may be an asset8
Management's intent, and evidence for it
$95.0M, intent undecided, two earlier memos going different ways
What the SEC staff has asked on pre-launch inventory. Deloitte quotes staff requests to quantify unapproved inventory, to clarify the policy, to say when in the approval process a probable future benefit was concluded, and to explain how the costs qualify as inventory under ASC 330. One quoted comment asked for the dollars of pre-approval costs charged to R&D, and what cost of sales would have been otherwise.8
Asset acquisitions and vouchers deserve the most attention per memo
Six recurring judgments, placed by how often they recur and how far the answer can move the numbers
Illustrative · replace with your own numbers · Our judgment, from the example's mix. Place your own by counting last year's memos and their dollar effect.
Show the numbers
Item
How often it recurs (0–1)
How far the answer can move the numbers (0–1)
Asset deal
0.25
0.72
Voucher
0.12
0.56
Milestone
0.70
0.66
Cost share
0.72
0.20
Lease
0.14
0.20
Inventory
0.38
0.11
08 · What goes wrong
Real restatements over milestones and performance obligations, and the errors behind them
In shortPublic filings show the same kinds of error: a milestone booked at once that belonged across two obligations, one performance obligation that should have been two, a method of measuring progress that had to change. Each of the three filings below also reported a material weakness in internal control. We describe them only as the companies' own filings do.
When a company concludes that earlier statements can no longer be relied on, it files a Form 8-K, a current report to the SEC, under Item 4.02. A performance obligation, a term that runs through them, is a promise to transfer something distinct to a customer. These three filings all concern license or collaboration revenue. CytomX's names ASC 606; the other two do not cite it.
A $5.0 million development milestone reached in February 2022 was recognized immediately, though the company had identified two distinct performance obligations
Q1 and Q2 2022 statements not to be relied on; the milestone to be allocated across both obligations; no effect on previously disclosed cash; a material weakness in reviews of assumptions, estimates and computations for variable consideration
One performance obligation per license agreement was reconsidered as two: the license with research services, and a contingent manufacturing obligation
First three quarters of 2018 to be restated; expected additional revenue; non-cash; a material weakness in accounting for revenue recognition
Certain collaboration revenue recognized ratably was reconsidered in favor of an input method as the measure of progress
Annual statements for 2018 to 2021 and quarters through 2022 not to be relied on; timing only, with total revenue per agreement unchanged; no cash effect; a material weakness in applying ASC 606
One performance-obligation call moved three quarters, and $11.7M landed in one of them
Expected additional revenue from the restatement, as stated in the company's Form 8-K
First quarter$2.2M
Second quarter$2.8M
Third quarter$11.7M
Source24 · Here the correction added revenue: the filing says it is expected to decrease the net loss for each period.
Show the numbers
Quarter of 2018
Expected additional revenue
First quarter
$2.2M
Second quarter
$2.8M
Third quarter
$11.7M
Seven errors a reviewer of a position memo can look for
Error
Why it happens
What catches it
Testing the constraint backward
A loose summary of "probable" gets reused
Quote the paragraph and state who must show what
Too few or too many obligations
The promises are read from the term sheet, away from the contract
List each promise with its clause, then test each for "distinct"
Stale policy cited as current
The manual lags the standards. The example still has pre-2019 lease wording
Show version and date beside each policy reference
Copying the last memo
Time pressure, and a signed memo looks safe
Compare facts line by line, and record the differences
Precedent never found
Memos sit in folders, named by deal
Search by fact pattern, across every signed memo
Price and pay mixed up
Deal teams negotiate one number
Read forfeiture and service terms before the price
No real alternatives
The conclusion was written first
Require each rejected view, with the reason it fails on these facts
Small amounts can still matter. SEC Staff Accounting Bulletin 99 says relying only on a percentage threshold has no basis in the accounting literature or the law, and lists qualitative factors, including whether a misstatement masks a change in earnings or other trends, or changes a loss into income.26 A milestone that turns a loss into a profit for one quarter is the kind of case those words describe.
09 · Who tests it
What auditors, inspectors and SEC staff test in a memo, and where they keep finding problems
In shortAudit firms, their inspectors and SEC staff all read the results of these judgments. Audit inspectors have seen deficiency rates fall sharply, to 23% for 2025. SEC staff comment letters still rank revenue among the top topics. Nearly every company reporting a material weakness cites documentation, and most now cite a shortage of accounting resources or expertise.
Audit inspection results, and why estimates are in the spotlight
The Public Company Accounting Oversight Board, or PCAOB, inspects audit firms. Part I.A deficiencies are cases where an auditor failed to obtain enough evidence for an opinion, so the audit firm's own work is what inspectors grade.
Audit deficiency rates fell by half in two years
Share of inspected audits with a Part I.A deficiency, all inspected firms
46%2023
38%2024
23%2025
Source27,28 · The PCAOB's March 2025 estimate for 2024 was 39%. The 38% and 23% are as the Journal of Accountancy reported the PCAOB staff's update on 2025 inspections, on October 23, 2026.
Show the numbers
Inspection year
Part I.A rate
2023
46%
2024
38%
2025
23%
In its 2024 review, PCAOB staff said their most common observations on estimates concerned revenue recognition such as standalone selling price (what an item would sell for on its own), accounts affected by business combinations including fair value and contingencies, and forecasts.27 Those are the topics of this guide. An auditor under that scrutiny asks the company for support, and the memo is where that support starts.
Deadlines are shortening as well. As amended with AS 1000 and approved by the SEC in August 2024, the PCAOB's documentation standard (AS 1215.15) cuts the time to assemble the final audit file from 45 days to 14 days. It applies to audits of fiscal years beginning on or after December 15, 2024, except at firms that gave audit opinions for 100 or fewer issuers in 2024, where it applies a year later.29
We found no postponement as of November 3, 2026. Our reading: with less time after the report, auditors have more reason to want memos earlier and in final form.
Revenue and research rank near the top of SEC staff comments
#4
rank of revenue recognition among SEC staff comment topics, year to June 30, 2025. Goodwill and intangibles rank fifth.4
EY, on Audit Analytics data
23%
of accounting-issue comment conversations in 2025 concerned revenue, second overall.30
Ideagen Audit Analytics, through TheCorporateCounsel.net
12%
concerned research and development, ranking third.30
Same data, through March 6, 2026
SEC staff must review each registrant's filings at least once every three years, and they put their questions in comment letters.4 EY quotes a staff comment to a company with collaboration and license agreements, asking how it considered splitting revenue from up-front fees, option fees, research funding, milestones and royalties. It also reports that staff has historically asked registrants to support their conclusion that an acquisition did or did not meet the definition of a business.4
The judgment reaches earnings releases too. EY lists up-front and milestone payments, and acquired IPR&D charged to R&D in an asset acquisition, among the adjustments staff has historically objected to in non-GAAP measures, the adjusted figures companies publish beside their GAAP results.4
Why material weaknesses keep pointing to documentation and people
A material weakness is a serious gap in internal control over financial reporting. KPMG's 2025 study counted 238 companies disclosing one in 3,307 annual reports, about 7%.31
About 7 in 100 annual reports disclosed a material weakness
7 in 100
238 of 3,307 annual reports filed in KPMG's fiscal 2025 study year
238 of 3,307 annual reports filed in KPMG's fiscal 2025 study year
7 of 100
Documentation appears in almost every material weakness
Share of companies reporting one, fiscal 2025 study year; themes overlap
Documentation, policy or procedure98%
Accounting people, resources or expertise73%
IT, software, security and access58%
Nonroutine transactions16%
Source31 · The people theme rose from 59% a year earlier. The nonroutine figure stood at 8% in 2021.
Show the numbers
Theme
Share
Documentation, policy or procedure
98%
Accounting people, resources or expertise
73%
IT, software, security and access
58%
Nonroutine transactions
16%
Three in four restatements were the quieter kind
US restatements, 2013 to 2022
5,793restatements
Little r: immaterial prior errors corrected in current filings4,441
Big R: earlier statements no longer reliable1,352
Source32 · Center for Audit Quality study, through Mayer Brown. It does not break these down for life sciences.
Show the numbers
Part
Value
Little r: immaterial prior errors corrected in current filings
4,441
Big R: earlier statements no longer reliable
1,352
10 · Deal volume
Why memo volume tracks biopharma deal volume, and what 2025's $232 billion in licensing means for finance
In shortEach license, acquisition or collaboration opens several accounting questions. IQVIA put 2025 licensing deal value at a ten-year high. No one publishes how many memos that produces, or the size of the market for memo software, so count your own deals and the questions they raised.
$232B
biopharma licensing deal value in 2025, a ten-year high.33
IQVIA; majority stakes, deals of $250 million or more
50
M&A deals in 2025, the most since 2021, averaging $2.7 billion.33
IQVIA
Total deal value can sit far above the cash paid at signing. IQVIA's own examples include a license worth up to $6 billion with $1.25 billion upfront, and an alliance worth up to $12 billion with $500 million upfront.33 For the accountant, the contingent part is what makes the work hard. A single deal can raise several separate questions, usually in the same close.
One acquisition can open four memos in the same close
How a single purchase of a clinical-stage company fans out
1Deal closes
A purchase of a company with one lead program.
Deal accountantDay 0
2Business or asset?
Screen test, then cost and allocation.
ASC 805First memo
3Acquired R&D
Expense unless there is an alternative future use.
ASC 730Same or second memo
4Pay or price?
Retention and forfeitable payments.
ASC 805-10-55-25, by analogyThird memo or a section
Expense unless there is an alternative future use.
ASC 730
Same or second memo
Pay or price?
Retention and forfeitable payments.
ASC 805-10-55-25, by analogy
Third memo or a section
Share awards
Replacement awards to staff who stay.
ASC 718
Fourth memo
What we could not find. We found no public count of position memos per company and no independent figure for the size of the technical accounting software market. Section 17 lists the other figures nobody publishes.
11 · AI and its limits
Where AI helps in technical accounting research, where it stops, and what regulators have said so far
In shortAI is good at finding passages, reading contracts and drafting in a set format. Accountable judgment stays with people, and PCAOB staff reported firms saying the same. No rule addresses AI memos specifically. The working frame is internal control over financial reporting, with COSO's 2026 guidance as the newest reference. Pharma's GxP rules, the good-practice rules for making and testing medicines, do not reach this work.
What regulators and standard setters have said
Source
What it says
Weight
PCAOB staff, July 2024
Firms expect AI to augment people. Human involvement remains essential, the user stays responsible for results and documentation, and reviewers apply the same diligence. Preparers stressed supervising it and reviewing its output34
Staff views from outreach. Not a rule
COSO, February 2026
Applies its internal control framework to generative AI, with illustrative metrics for monitoring and audit evidence, and starter templates that include control testing procedures5
Voluntary guidance
SEC staff, June 4, 2026
A deputy chief accountant was reported as saying it is hard to be prescriptive, and that reminders may follow, mainly as questions: what management knows about AI in vendors' systems, how reliable its data is, and whether risk assessments keep pace35
Press report of remarks. We found no such reminder published by November 3, 2026
FDA and EU GMP
FDA's January 2025 draft covers AI that produces information for regulatory decisions about drugs and biological products.36 Its Computer Software Assurance guidance covers device production and quality system software.37 Draft EU GMP Annex 22, not adopted as of November 3, 2026, addresses critical GMP uses.38
None of these reaches an accounting memo
EU AI Act
The AI Omnibus took effect July 27, 2026, moving the high-risk dates to December 2, 2027 and August 2, 2028. The Commission's overview does not list accounting among its high-risk examples39
Overview page. Check your own use with counsel
The evidence on accuracy: useful, and thinner than vendors imply
The closest rigorous test we found comes from law. A preregistered study, one that fixed its method in advance, of AI legal research tools built on retrieved documents found that the tools invented or misstated material between 17% and 33% of the time, less often than a general chatbot.40 That is a different field and a test of particular tools at one point in time. We found no equivalent independent study for accounting research.
The lesson carries over anyway: a citation beside a sentence proves little until someone or something checks the sentence against the passage.
In accounting more broadly, a Stanford and MIT study of 277 accountants and 79 small and mid-sized firms using AI tools found monthly statements finalized 7.5 days faster, and 62% of accountants worried about AI errors.41 That work concerns bookkeeping and the close. It does not measure memos.
Machines can carry the retrieval; people have to carry the judgment
A fair split of the steps in a position memo
NoPartlyYes
Software can do itA person must check itA person must own itFind the policy passage and earlier memosYesPartlyNoRead contract clauses into factsYesYesNoList the ASC paragraphsYesYesNoCompare written policy with past practiceYesYesPartlyDraft the memo in the standard's stepsYesYesPartlyCheck each sentence against its sourceYesPartlyNoDecide an open judgmentNoYesYesSign the memoNoYesYesForm the audit opinionNoYesYes
Our reading of the sources34,40 · Our reading. The last row belongs to your external auditor, who is independent of your company.
Show the numbers
Software can do it
A person must check it
A person must own it
Find the policy passage and earlier memos
Yes
Partly
No
Read contract clauses into facts
Yes
Yes
No
List the ASC paragraphs
Yes
Yes
No
Compare written policy with past practice
Yes
Yes
Partly
Draft the memo in the standard's steps
Yes
Yes
Partly
Check each sentence against its source
Yes
Partly
No
Decide an open judgment
No
Yes
Yes
Sign the memo
No
Yes
Yes
Form the audit opinion
No
Yes
Yes
12 · How teams work today
How finance teams write technical accounting memos today: six roles, five steps and an estimated nine hands-on hours
In shortA deal accountant raises the question, a technical accountant researches and drafts, and the controller signs. By hand, the hours go on finding precedent, reading contracts and writing. No published time study exists. The nine hours below are an estimate for you to replace, and elapsed time is usually much longer because the memo waits on people.
Six roles around a position memo, from deal accountant to external auditor
DA
Deal or alliance accountant
Raises the question the day a deal closes. Books cost shares and license income.
Cares about: what goes in this quarter, and where it says so.
TA
Technical accountant or assistant controller
Researches, writes most memos and advises colleagues on the standards.
Cares about: finding the company's own precedent without losing an afternoon.
CC
Corporate controller
Reviews and signs up to a set limit, and answers for the close.
Cares about: no sentence in the memo without a source.
AO
Chief accounting officer
Signs the largest positions and presents significant judgments to the audit committee.
Cares about: consistency with what the committee was told.
IA
Internal audit and controls
Reads memos as evidence that the review control ran.
Cares about: a dated sign-off and a trail behind each judgment.
EA
External auditor
Tests the conclusion, independently of the company. Cannot write it for you.
Cares about: evidence, alternatives considered, and how management handled contrary facts.
From a closing deal to a signed position in about ten days, in this example
A memo written the manual way passes through five people before the auditor sees it
1Question
Raised in an email or a meeting during the close.
Deal accountantDay 0
2Research
Policy manual, old memos, contract, the ASC.
Technical accountantDays 1 to 3
3Draft
The house template, with citations typed in.
Technical accountantDays 3 to 5
4Review
Comments, fact checks, second thoughts.
ReviewerDays 5 to 8
5Sign and send
Controller, then chief accounting officer, then auditor.
SignersDays 8 to 10
Fictional example from this guide · An example of the shape. The sample company's dashboard in Part B puts a memo by hand at two to three weeks end to end, marked as an unmeasured estimate.
Show the numbers
Step
What happens
Who
Time
Question
Raised in an email or a meeting during the close.
Deal accountant
Day 0
Research
Policy manual, old memos, contract, the ASC.
Technical accountant
Days 1 to 3
Draft
The house template, with citations typed in.
Technical accountant
Days 3 to 5
Review
Comments, fact checks, second thoughts.
Reviewer
Days 5 to 8
Sign and send
Controller, then chief accounting officer, then auditor.
Signers
Days 8 to 10
Nine estimated hours on one memo, split by task
Writing and precedent take the largest share of the hands-on hours
An estimated split for one memo on a significant judgment
Writing the memo in the house template4 hours
Finding precedent among signed memos1.5 hours
Finding the deciding policy passage1 hour
Reading the contract clauses1 hour
Looking up ASC paragraphs0.75 hours
Checking every citation0.75 hours
Illustrative · replace with your own numbers · An estimate with no published study behind it. Time your own next three memos by task.
Show the numbers
Task
Hours
Writing the memo in the house template
4 hours
Finding precedent among signed memos
1.5 hours
Finding the deciding policy passage
1 hour
Reading the contract clauses
1 hour
Looking up ASC paragraphs
0.75 hours
Checking every citation
0.75 hours
Your own team, outside advisers, research libraries or memo software: who produces position memos
Way
How it works
Strength
Weakness
In-house, by hand
Technical accountants, shared folders, the free Codification, firm guides
Knows the company, keeps full control
Precedent is hard to find, and the method leaves with the person
Outside advisers
An accounting firm, other than the auditor, drafts or reviews
Deep experience on rare deals
Paid by the hour, and advisers have to learn your history each time
Research libraries
Firm guides and search tools, sometimes with a chat feature
Good on the literature
They do not see your policy, memos or contracts
Memo software on your documents
Reads your policy, memos and contracts, cites them and drafts
Precedent found, policy conflicts shown, a quick first draft
Needs clean documents and a new kind of review. Accuracy has to be tested on your own cases
Part B · See it working
Two judgments in one quarter close, from a question to a signed memo, in Botminds Technical Accounting Memos
Part A described the work without naming a product. This part shows how Botminds does it, for a fictional biotech closing the third quarter of 2026. Every company, drug, person, agreement and figure on these screens is sample data. A memo remains the judgment of the company's accountants, and its auditors form their own view. Nothing on these screens changes that.
13 · A milestone question
The $40.0 million Japan milestone: a cited answer in seconds, with the ASC 606 memo drafting beside it
In shortThis is the example from the top of the page, inside the product. On October 7, working day 5 of the close, Dr. Maya Chen, the assistant controller, asks her question in plain words. AI agents, programs that each do one job, read the license, the policy, an earlier memo and the ASC 606 summary. Every sentence comes back with a citation, and memo M-313 lays itself out in the standard's five steps with step 3 marked as the deciding step.
1
The question desk opens on the work
The home screen has three panes. Questions sit on the left, the conversation in the middle and the memo on the right. Here the question from Sam Patel, the deal accountant, on the Tamsin purchase is already answered, and memo M-311 is drafted through step 4. Three questions show a conflict between policy and practice, and one has gone to a person.
At the bottom left the screen says what it searches: 63 policies, 286 memos, 41 audit committee papers and 9 standards topics.
The question desk. A cited answer in the middle, with the position memo drafting beside it.
2
A new question shows the three memo layouts
Omar Haddad, the alliance accounting lead, needs the Sakuradai position before the auditors' date. Maya starts a new question. The panel on the right shows the layouts a memo can take: ASC 606's five steps, the ASC 805 asset acquisition analysis, and ASC 842's lease test.
The structure follows the standard the question falls under, and each step keeps the paragraphs it relies on.
A new question. What the library holds, and the steps each kind of memo follows.
3
Each agent's step shows as it runs
Maya asks: "Is the $40M Japan approval milestone in the Sakuradai license variable consideration, and does any of it go into Q3 revenue?" The question router labels it ASC 606, Sakuradai license, Q3 2026. The contract reader pulls sections 3.1, 3.2 and 3.4. The standards researcher finds the paragraphs. The retriever brings policy section 3.4.2 and the Kestrane memo of February 2025. The conflict checker finds that policy and practice agree here.
Agents at work. The trace in the middle, with the memo waiting on the right.
4
Six sentences, ten citations, and the memo in five steps
The answer takes 6.3 seconds on the sample: six sentences, ten citations, four sources, 93% confidence. The $40.0 million is variable, is estimated at the most likely amount, and is constrained because approval rests with Japan's regulator. Third-quarter revenue from Sakuradai is the $75.0 million upfront only, reviewed again at each quarter end, the same way the Kestrane out-license was handled in 2025.
Step 3 on the right carries the label "the deciding step".
The cited answer. Every sentence carries its numbers. The key facts sit under the answer, and the memo sits beside it.
5
Clicking a paragraph reference opens its source
Maya clicks 606-10-32-11 in step 3, and the Source tab opens the company's plain-language summary with the passage highlighted.
Read the real paragraph too. This screen shows the sample company's own summary, which says "included only when a significant reversal is not probable". The standard's wording is stricter: "only to the extent that it is probable that a significant reversal ... will not occur".3 Section 4 explains the difference. Summaries in your library deserve the same check. The Codification itself is free to read, and its copyright stays with the foundation, so the product cites by paragraph and summary.2,13
A summary, as the sample company wrote it. The product's sample text, for checking against the paragraph itself.
6
The memo opens as a document for the audit file
M-313 opens addressed to the audit file. Sections run down the left, and the evidence, review notes and activity down the right. The checks list reads 18 citations from 4 sources, all verified, with paragraph-level references and an alternatives section. The dated sign-off is still pending.
The supply terms stay open with Omar as a possible material right, and the memo says that does not change the third-quarter amount.
The memo as a document. Each step shows the paragraphs it relies on.
7
The deciding step, the alternatives, the conclusion
Lower down, step 3 reaches its conclusion. The alternatives section then rejects two views: including the $40.0 million now as the most likely amount, and spreading the upfront over the development period. The conclusion says Q3 revenue is $75.0 million and the milestone is left out, and reassessed at each quarter end.
Alternatives and conclusion. The section auditors ask for, written from the same sources.
14 · A judgment to decide
The $12.4 million founder payment: the conflict surfaced, a person decides, and the controller and chief accounting officer sign
In shortOn the Tamsin purchase the agents find a real conflict: the written policy and a signed memo point different ways. The product shows both, with each option's effect on the charge, and stops. Maya decides and records her reason. The memo then writes the remaining sections, and because the charge is above $100 million, both the controller and the chief accounting officer (CAO) sign.
1
Policy and practice, flagged under the answer
Under the answer sits a callout: policy section 7.2.6 treats payments that depend on staying as pay for future work, while the Elmstead memo put a similar payment into the price. Every statement carries its citation. The key facts below give the screen test at 93.3%, against the company's 90% threshold, and the acquired R&D as a range that depends on the decision.
Policy against practice. A conflict always cites both sides.
2
Step 5 of the memo becomes a decision card
Option A follows the policy: $384.5 million of acquired R&D in the third quarter, with $12.4 million of compensation over 18 months. Option B follows the earlier memo: $396.4 million, recorded as a policy exception. The card suggests a reason, which Maya can edit. The agents never choose, and the sections after this one wait for her decision.
Section 6 of this guide explains why automatic forfeiture points toward option A.22
A judgment to decide. Two options, each with its effect on the numbers, and a reason field.
3
Her decision goes on the record
Maya uses option A. The memo records her name, the date and her reason: the escrow is forfeited if a founder leaves before 18 months, so it pays for future services. The memo drafter then writes the alternatives rejected and the conclusion, and the citation checks run again.
Decided, then drafted. The decision and reason sit inside the memo.
4
The impact and the journal entry
The financial statement section gives $384.5 million of acquired IPR&D on September 22, $0.2 million of compensation in the third quarter and the remaining $12.2 million over the stay. Up to $350.0 million of milestones is disclosed as a contingent payment. The journal entry balances at $431.4 million on each side, and the figures tie to the calculation in section 5.
Impact and journal entry. Debits and credits both total $431.4M on the sample.
5
Above $100 million, two signatures
The charge is over the limit in Settings, so memo M-311 goes to Priya Ranvelle, the corporate controller, and Ruth Adeyemi, the chief accounting officer. The signature's meaning reads "Approved as management's position for Q3 2026".
Record sign-off. Signing locks the version. Any later change creates a new one.
6
Signed, locked, ready for the auditor
All three names now show dates, and the version becomes 1.0. The next action is sharing the memo with the external auditor, who tests it independently. Dana Okafor in internal audit can read the memo, the evidence and the activity trail at any time.
Signed and locked. A dated sign-off on the last page of the memo.
15 · Register, gaps, library
The memo register, policy gaps and citable library that sit behind each technical accounting answer
In shortFour more screens keep the quarter under control: a register of every memo with its stage and signers, a list of places where the policy and practice part ways, a versioned library of what may be cited, and a dashboard. Settings hold the answer rules and the signing limits.
The memo register. Eight judgments on one page, each with its standards, impact, stage, preparer, signers and due date. Signed memos are locked, and edits create a new version.
Policy gaps. Five open on the sample: three conflicts, one silent topic and one outdated wording. Both passages appear side by side, and a person can draft the update or dismiss it with a reason.
The library. Everything that may be cited, with version, owner and how often it has been cited. Drafts and superseded policies are never cited as current.
One policy section. The sample company's own wording, with labels and the answers that cite it.
The dashboard. Sample data. The screen marks its hours as estimated.
Cycle time and who asks what. Days in each stage, and a grid of teams by standard.
On the sample quarter, about one question in eight went to a person
How 214 questions ended in the sample company's third quarter
214questions
Answered with citations188
Sent to a person19
No source, policy gap logged7
Fictional example from this guide · Sample data from the screen above.
Show the numbers
Part
Value
Answered with citations
188
Sent to a person
19
No source, policy gap logged
7
Your answer rules. Citation rules, the confidence threshold, the memo layout and the rule on alternatives.
Signers and sources. Who reviews, who signs at which impact, what is searched and which template applies.
16 · Agents and signers
Who drafts a position memo and who answers for it: seven agents, a preparer, a controller and a CAO
In shortEach agent has one job and one thing it must never do. People decide every judgment and sign every memo. Below are the agents, the rules around them, what goes in and comes out, the systems the solution works with, and the only outcome numbers we state, which are design targets.
The memo agents, and what each must never do
Question router
Labels the standard, the deal or alliance, the entity and the period, then picks the sources.
Never answers the question. An unknown topic goes to technical accounting.
Policy and precedent retriever
Finds the deciding policy passages, audit committee papers and the latest signed memo on the same facts.
Never cites a superseded policy or a draft memo as current.
Standards researcher
Finds paragraph-level ASC references, with plain-language summaries from your library.
Never reproduces standards text beyond its references.
Contract reader
Reads the license, agreement or valuation clauses that set the facts.
Never infers a term the document does not state.
Practice conflict checker
Compares what the policy says with what signed memos did, and logs each difference as a policy gap.
Never shows a conflict without both passages.
Memo drafter
Drafts in the standard's steps inside your template, and turns each open judgment into a decision showing each option's effect.
Never decides a judgment.
Citation verifier
Checks each sentence against its passage and ties out the numbers.
Never lets an uncited sentence through. Below the threshold, 80% by default, the answer goes to a person.
The product's solution page counts six specialist agents. The seventh name here, the contract reader, runs as a step in each run.
Maker, checker and signer: the rules people keep
Rule
How it works
Four eyes on every memo
The preparer decides each judgment. A second person reviews. The corporate controller signs, up to $100 million on the sample's settings, and the chief accounting officer co-signs above that.
A citation on every sentence
A sentence the verifier cannot support is removed.
Low confidence goes to a person
Below the threshold, or with no source in the library, the answer says so, goes to technical accounting and logs a gap.
Signed means locked
Each signature records its meaning and time. Any later change creates a new version.
Everything on the audit trail
Each question, agent step, decision, review, signature and settings change, with who and when, open to internal audit, and signed memos go to your external auditor.
Roles and security
Role-based access separates preparer, reviewer and signer. Botminds is SOC 2 Type II audited, and its information security is managed to ISO 27001. The controls support your internal control over financial reporting, which your management assesses and your auditor tests.
From contracts and signed memos to a position memo: what the solution reads and writes
Your own record
Accounting policy manual
Signed position memos
Audit committee papers
This transaction
License, acquisition, collaboration and supply agreements
Valuation reports and batch registers
Standards summaries with paragraph references
Agents read, cite and draftEach step keeps the paragraphs it relies on
Every sentence cited
A person decides and signs
What comes out
Answers with a citation on every sentence
Position memos in the standard's steps
Dated preparer, controller and CAO sign-off
Policy gaps with a drafted update
A memo register for the auditor
Systems a technical accounting rollout connects to
Document managementPolicy manual and memo folders
Contract repositoryExecuted agreements and amendments
Board and committee portalsAudit committee papers
Close and controls toolsClose tasks and control evidence
ERP and general ledgerJournal entries and balances
Word processingMemos exported to your .docx template
Identity and accessRoles and separation of duties
Auditor sharingSigned memos and the register
The two technical accounting outcome targets we state
41 sec
median to an answer with a citation on every sentence.
Design target
88%
of answers fully cited, with the rest going to a person with every source attached.
Design target
Both are design goals, shown on the sample dashboard, for you to measure in your own pilot. No customer result sits behind either.
Part C · Are you ready to automate?
Deciding on technical accounting memo automation: the cost of a weak memo, the return and a test on your own questions
You run technical accounting, or sign the memos, or own the close. This part is written for you: what errors and delays cost today, what automating the research and drafting could return, whether your team is ready, and what to ask any vendor of technical accounting memo software, including us.
17 · What weak memos cost
The price of a late or weak position memo: technical hours, audit rework and restated quarters
In shortThe hours are the smallest part. Your larger exposure is a judgment that goes wrong and comes back as a restatement or a material weakness, which public filings show happening over a single milestone. No one publishes the cost per memo, so start with what you can measure in a week.
$5.0M
one development milestone behind a company's non-reliance notice on two quarters, with a material weakness reported.23
Lyra Therapeutics, Form 8-K, October 26, 2022
73%
of companies reporting a material weakness cite accounting people, resources or expertise, up from 59%.31
KPMG 2025 study
14 days
to assemble the final audit file, down from 45, for all firms on fiscal years beginning on or after December 15, 2025.29
SEC order approving the PCAOB's AS 1215 change
Automation shortens the search and the first draft; review keeps its time
Hands-on hours for one position memo on a significant judgment
By hand (estimate)With drafted memo (estimate)
Finding the policy passage1 hour0.25 hours
Finding precedent1.5 hours0.25 hours
Reading contract clauses1 hour0.5 hours
Looking up ASC paragraphs0.75 hours0.25 hours
Writing or correcting the draft4 hours1 hour
Checking citations0.75 hours0.75 hours
Illustrative · replace with your own numbers · 9 hours against 3. Neither is a measurement, and the second column is deliberately cautious. Time your own memos, and measure the second column in a pilot.
Show the numbers
Task
By hand (estimate)
With drafted memo (estimate)
Finding the policy passage
1 hour
0.25 hours
Finding precedent
1.5 hours
0.25 hours
Reading contract clauses
1 hour
0.5 hours
Looking up ASC paragraphs
0.75 hours
0.25 hours
Writing or correcting the draft
4 hours
1 hour
Checking citations
0.75 hours
0.75 hours
What nobody publishes. We found no public figure for hours per memo, memos per company, the rate of errors in memos, audit fee effects, or what a restatement costs a company of a given size in this field. Vendors quote savings, and we found no independent test behind them. Measure your own.
Timing three memos and tracing ten citations to find your baseline
Cost
Where it hides
How to find your number in a week
Technical accounting hours
Evenings during the close
Ask preparers to log hours by task on the next three memos
Precedent never found
Old memos in folders, named by deal
Take five recent questions. Search by hand for the earlier memo, and time it. Count the ones you only found by asking a colleague
Citations that do not hold
Paragraph numbers typed from memory or copied forward
Pick ten citations in signed memos. Open each paragraph, and count the ones that do not say what the memo says
Policy drift
The manual lags practice
Compare your five most-used policies with the last two memos on each topic
Audit rework
Auditor comments in email threads
Count questions per memo from last year's audit, and the hours to answer them
Outside advisers
Professional fees, under several cost centers
Pull last year's technical accounting invoices, by topic
Questions that wait
Deal teams waiting on an answer
Count questions per quarter, and the days from question to answer
The restated quarter, the key person and other costs a memo calculator misses
A restated quarterFilings, legal and audit work, and management's time, on top of the correction itself.
A material weaknessDisclosed in your filings until remediated, and tested again by your auditor.
What leaves with your best preparerWhich earlier deals matter, and why a memo from 2024 went the way it did.
The judgment made under deadlineA memo written in the last two days gets less challenge than one written in the first two.
The answer a deal team never asked forWhen answers take days, people stop asking, and the structure of a deal is settled before anyone checks its accounting.
18 · Your return
Preparer hours and faster answers against the tool's cost: the return on technical accounting memo automation
In shortPut in your own numbers. Every default marked illustrative is an assumption to replace. On the defaults, hours alone do not cover a yearly cost of $100,000: the case tips at roughly 830 hours saved. A small team with few deals may be better served by an organized memo library and a good search tool. The stronger case rests on the conflicts found and the record kept.
Four levers on a memo tool's payback, from preparer time to conflicts caught
Preparers
Hours out of each memo
Search and first drafts come off the preparer, who keeps the judgment.
memos × hours saved × hourly cost
Everyday questions
Answers in place of waiting
Routine questions stop interrupting the technical team, and every answer shows its source.
questions × hours saved × hourly cost
Advisers
Less paid research
You pay outside firms for hard opinions, with less time spent on background they would otherwise have to read.
adviser spend × share avoided
Defensibility
Conflicts caught early
Hard to price, and a strong reason to look. Count the conflicts a replay finds in your signed memos.
conflicts found before the auditor asks
Your hours back on 40 memos and 400 questions a year
Your volumeTime and cost
Illustrative yearly value
Research and memo time today, valued$0
Hours freed0
Time saved, valued$0
Value after the tool's cost$0
Hours freed = memos × (hours today − hours with) + questions × (hours today − hours with). Time saved = hours freed × hourly cost. Value = time saved + adviser spend avoided − tool cost. Hours freed go to other work, so they are capacity, and may not reduce your budget.
On the defaults, 40 memos and 400 questions free 740 hours, worth $88,800, which falls $11,200 short of the assumed $100,000 tool cost. At 60 memos and 600 questions, the same assumptions free 1,110 hours and clear it by $33,200. Nothing in these defaults comes from a study. The sample company on the product's screens fields 214 questions a quarter from about 200 finance staff, far above these defaults, which is a reminder to count your own.
Start here19 · Readiness check
A readiness check for technical accounting: memo archive, policy manual, contracts and sign-off rules
In shortPick the answer closest to your team today. Eight questions score 0 to 2, and the last is for reflection. The meter adds up your score as you go, and each question says why it matters and what a strong answer sounds like.
1
Volume of judgments
How many position memos does your team write in a year?
Why it mattersWith a handful a year, an organized folder may be enough.
A strong answer"About 40, on six or more standards, most of them in close weeks."
2
The signed memo archive
Can you gather every signed memo from the past five years, in final form?
Why it mattersPrecedent search is only as good as the archive. Drafts mixed in with finals mislead it.
A strong answer"One folder, finals only, with signed dates, back to 2019."
3
Accounting policy manual
Is your manual current, versioned and written in sections?
Why it mattersA stale manual produces a stale answer, or a conflict on every question. That can be useful, as long as you expect it.
A strong answer"Version 12, effective January 1, with an owner per section and a yearly review."
4
Contracts and valuations
Can the preparer get the executed agreement and the valuation on the day a question arises?
Why it mattersFacts come from clauses. A term sheet or a summary is where the wrong facts get in.
A strong answer"Executed versions and amendments in one repository, with finance access."
5
Memo template and layout
Do your memos follow an agreed template, with an alternatives section?
Why it mattersA template gives drafts a shape your reviewers will recognize.
A strong answer"Eight sections, required alternatives, steps by standard."
6
Who decides and who signs
Are signing limits and the review control written down?
Why it mattersThe tool enforces rules you already have. An unclear limit becomes an unclear control.
A strong answer"Controller to $100 million, CAO above, preparer never signs alone."
7
Controls and your auditor
Have you talked to internal audit and your external auditor about AI in the memo process?
Why it mattersManagement's reliance on AI output has to fit your control design, and your auditor should hear about it from you first.
A strong answer"We mapped it to COSO, with a review control, and told the auditors before the pilot."
8
An owner with time
Who owns the pilot, and do they have time outside close weeks?
Why it mattersSomeone senior has to score the answers against what they know. Nobody else can.
A strong answer"The assistant controller, four hours a week for a quarter, with the controller as sponsor."
9
For reflection, not scored
When your auditor reads a memo in two years, what do you want them to find that they cannot find today?
Why it mattersThe answer tells you which records and rules to set up first.
A strong answer"Each judgment's options, the name and reason, and why it differed from the last memo."
What to do at each score: gather the memos, replay past questions or plan the rollout
0–6
Explore
Gather every signed memo in one place, mark the finals, and refresh your five most-used policy sections. Those steps improve your next close on their own, with or without software.
7–11
Ready to pilot
Replay twenty past questions whose answers you know, and score the citations, the precedent found and the conflicts shown. Then run one close in parallel with your usual process.
12–16
Ready to implement
Plan all sources, your templates by standard, signing limits as settings, role separation, how the review control is documented, and the first conversation with your auditor.
20 · Questions for vendors
Ten questions for any technical accounting memo software vendor, including us
In shortMost demonstrations look good on a question the vendor chose. Bring a question you have already answered, with a trap in it, and ask these. A strong vendor will welcome the test.
A
Accuracy of citations and rule wording
A1
How do you check that a sentence is supported by the passage it cites, and what happens when it is not?
Why it mattersA citation beside a sentence proves nothing until it has been checked.40
Strong answer"An independent check on each sentence. Unsupported ones are removed, and we will show you the log."
A2
Show me your wording of ASC 606-10-32-11. Who wrote it, and who checks it against the Codification?
Why it mattersSummaries drift, and this one is easy to state backward.
Strong answer"It is your summary or ours, labeled as a summary, with a link to the paragraph and a named owner."
A3
What is your measured error rate on technical accounting questions, on what test set, run by whom?
Why it mattersWe found no independent benchmark in this field.
Strong answer"Here is our method. Run it on your own twenty questions in the pilot."
B
Precedent and policy conflicts
B1
Will it find a signed memo that contradicts my policy, without being asked?
Why it mattersThis is the catch that saves a reviewer's afternoon.
Strong answer"Yes. Plant one in the pilot and watch it come up, with both passages."
B2
How does it treat drafts, superseded policies and memos signed under old standards?
Why it mattersA pre-2019 lease memo applies the old lease rules, so it gives no precedent for today.
Strong answer"Each has a status and date. Only current and signed items are cited as current."
C
Judgment, sign-off and audit trail
C1
Can the software decide a judgment by itself? Can a setting allow it?
Why it mattersA memo is management's judgment. Your auditors will ask who made it.
Strong answer"No. It shows the options and their effect, and records a person's name and reason."
C2
What will my auditor see, and can they re-perform it?
Why it mattersReliance on AI output needs evidence, and COSO's guidance points to audit evidence collection.5
Strong answer"Passages, versions, decisions, signatures and an exportable trail."
C3
What security credentials do you hold, and what do you avoid claiming?
Why it mattersNo tool can be "SOX compliant" under the Sarbanes-Oxley Act. Your controls are assessed by you and tested by your auditor.
Strong answer"A named audit report, such as SOC 2 Type II, and controls that support yours."
D
Your documents and your data
D1
Are my contracts and memos used to train any model, and who can see them?
Why it mattersDeal terms can be material nonpublic information.
Strong answer"Never used for training, access by role, and we can show you the logs."
D2
How do you handle the ASC text, and what happens when a standard changes?
Why it mattersThe text is free to read, and its copyright stays with the foundation.2 ASU 2025-07 shows that older analysis can go stale.11
Strong answer"Paragraph references, a change process with an owner, and affected memos flagged."
21 · A 12-week pilot
Testing memo automation on twenty questions you already answered, then one live close
In shortTest it on past questions with known answers, then run one quarter close in parallel. Keep your usual process until the numbers say otherwise, and tell your auditor before you start. Avoid starting in a close week.
Twelve weeks: replay past judgments, then run one close alongside
Your teamWith the vendor
Gather memos, policy, contracts
Tell internal audit and the auditor
Load library and templates
Replay 20 known questions and score
Fix summaries and settings
Parallel run on one quarter close
Measure, decide, write the control
Week 04812
Illustrative · replace with your own numbers
Show the numbers
Activity
From
To
Gather memos, policy, contracts
0
2
Tell internal audit and the auditor
0
1
Load library and templates
1
3
Replay 20 known questions and score
3
6
Fix summaries and settings
5
7
Parallel run on one quarter close
6
11
Measure, decide, write the control
11
12
Eight things to measure in a position memo pilot
Measure
How
Why
Correct conclusion
Compare with the signed answer on 20 replayed questions
The first test of all
Citation support
A person checks each citation on a sample of sentences
Where tools fail quietly
Planted conflict found
Plant three policy conflicts, and count the ones surfaced
The claim most worth testing
Precedent found
Does it return the memo your senior person would name?
Measures knowledge you risk losing
Time per memo
Hands-on hours by task, against your baseline
The calculator's input
Time to answer
Question to answer, in days or seconds, and the share sent to a person
Compare with the design targets
Reviewer corrections
Comments per memo, by kind
Shows whether review got easier or only moved
Auditor's questions
Count them per memo, against last year
The outside reader's view
Working-session questions for your team: 12 questions in four groups
Bring technical accounting, the controller, deal and alliance accounting, internal audit, legal and IT into one room.
A
Your record of past judgments
A1
Which signed memos would you never want cited again?
Why it mattersOld standards and one-off deals need marking.
Strong answer"Pre-2019 leases and the three memos we later revised."
A2
Where does your written policy already differ from practice?
Why it mattersYou will see these first. It helps to expect them.
Strong answer"Two known gaps, both on the committee's list."
A3
Who could name the right precedent from memory today?
Why it mattersThat person sets your test, and is your key-person risk.
Strong answer"The assistant controller, who will score the pilot."
B
Deal flow and calendar
B1
Which standards generate most of your questions?
Why it mattersSet up those layouts first.
Strong answer"ASC 606, 808 and 805, in that order."
B2
What is your deadline for memos to reach the auditor?
Why it mattersIt sets the time for every step behind it.
Strong answer"Working day 12, with review by day 9."
B3
What would change if you moved to semiannual reports?
Why it mattersThe SEC's proposal is not final, and the deals keep closing.14
Strong answer"Fewer dates, the same memos, more risk of a backlog."
C
Controls and the people who test them
C1
Which control does the memo review support today?
Why it mattersThe new process has to map to it.
Strong answer"The nonroutine transaction review, with its control number."
C2
How will you show that a reviewer actually challenged a drafted memo?
Why it mattersA draft that reads well is easy to wave through.
Strong answer"Review notes required, sampled by internal audit."
C3
Who keeps the plain-language summaries correct?
Why it mattersA wrong summary spreads to each memo that uses it.
Strong answer"A named owner, checked yearly and on each new update."
D
Data and access
D1
Which deal documents must stay limited to a small group?
Why it mattersUnannounced deals need tighter access.
Strong answer"Deal folders by role until announcement."
D2
Who can change the settings, and who sees that change?
Why it mattersA lowered threshold is a control change.
Strong answer"The controller only, on the audit trail."
D3
Where must the data reside?
Why it mattersGroup and regional rules may apply.
Strong answer"A US-hosted environment, with our own encryption keys."
22 · Questions answered
Technical accounting memo questions answered: ASC 606 milestones, asset acquisitions, IPR&D, auditors and AI
In shortQuestions finance teams search for, each answered on its own.
What is a technical accounting memo?
A technical accounting memo, also called a position memo or position paper, is a written record of how a company applied accounting rules to a complex transaction. It states the question, the facts, the guidance, the analysis, the alternatives rejected, the conclusion, the effect on the financial statements and who signed. Auditors test it, and it supports management's assessment of internal control.
What should a technical accounting memo template include?
A common layout has eight parts: purpose and question, background and facts, applicable literature, analysis, alternatives considered and rejected, conclusion, financial statement impact and sign-off. No rule fixes that format. The test is whether a knowledgeable stranger can follow the reasoning and trace each fact and paragraph to its source.
Is a technical accounting memo required by the SEC?
No rule uses those words. SEC guidance makes management responsible for evidential matter, including documentation, that provides reasonable support for its assessment of internal control over financial reporting. Companies write memos to meet that duty on hard judgments, and auditors will expect support for them.
How do you account for a regulatory milestone under ASC 606?
A payment due on regulatory approval is variable consideration. With only two outcomes, the most likely amount may be an appropriate estimate, and the payment is included in revenue only to the extent it is probable that a significant reversal will not occur. Deloitte's life sciences guide says a company may conclude the amount is $0 before approval, and that probability is harder to assert for a new compound. The estimate is reviewed at the end of each reporting period, and an approval can become probable earlier in some cases, such as an authorized generic.
What is the ASC 805 screen test?
The screen test in ASC 805-10-55-5A asks whether substantially all of the fair value of the gross assets acquired is concentrated in one identifiable asset or a group of similar ones. If so, the purchase is not a business, and it is accounted for as an asset acquisition. "Substantially all" is generally read as 90% or more, without being a bright line, and gross assets leave out cash, deferred tax assets and some goodwill.
Why is acquired IPR&D expensed in an asset acquisition?
Under ASC 730-10-25-2, intangible assets acquired for use in research outside a business combination are capitalized only if they have alternative future uses. A drug program bought for its own development usually has none, so its share of the cost is charged to expense on the deal date. In a business combination, by contrast, acquired IPR&D is held at fair value as an intangible asset until the project ends.
How are milestone payments treated in an asset acquisition?
ASC 805-50 has no specific guidance on contingent consideration in an asset acquisition. A payment that meets the definition of a derivative goes to fair value. Otherwise it is generally recorded when probable and reasonably estimable, or when the contingency resolves, since practice varies. It follows the original allocation, so it is expensed if the research was expensed. ASU 2025-07 adds a derivative scope exception for annual periods beginning after December 15, 2026, and its text names regulatory approval and development milestones.
Are payments to founders who must stay part of the purchase price?
In a business combination, a contingent payment that is automatically forfeited if employment ends is compensation for later service under ASC 805-10-55-25(a). That paragraph is written for business combinations, so in an asset acquisition it can apply only by analogy, and the firm guides we read do not address the point directly. A company taking the analogy spreads the expense over the required stay. The memo should show the forfeiture terms, explain the analogy and say how any earlier memo differs.
Can pre-launch inventory be capitalized before FDA approval?
It depends on whether the inventory is an asset, meaning a present right to an economic benefit. Companies weigh prior approvals of similar products, expected timing, litigation, correspondence with the regulator and market factors, and a company's policy may be to expense the costs until approval. SEC staff has asked companies to quantify unapproved inventory and say when in the process they concluded a future benefit was probable.
Can AI write a technical accounting memo?
AI can find passages, read contracts and draft a memo in a set format, and those drafts can save time. It cannot own the judgment. A memo remains the judgment of the company's accountants, who decide and sign, and the auditors form their own view. Check every citation, because research tools built on retrieved documents have been shown to make errors.
Do auditors accept memos drafted with AI?
We know of no rule against it, and PCAOB staff reported in July 2024 that the person using an AI tool stays responsible for the results and documentation, with reviewers applying the same diligence. Auditors will test the conclusion and the evidence whichever way the draft was produced. Talk to your auditor before you start, and map the process to your internal controls.
Is technical accounting memo software SOX compliant?
No software can be compliant with the Sarbanes-Oxley Act (SOX) by itself, because compliance is about your company's controls, which management assesses and auditors test. Look for software whose controls support yours: role separation, version locks, dated signatures and an exportable audit trail. Ask for named audit reports, such as SOC 2 Type II.
23 · One-page summary
The position memo method, the November 2026 rules and 14 terms, on one page
Print this page
In shortThe whole guide on one screen: the method, the rules as of November 2026, the readiness bands and the terms.
The method
State the exact question, and the period it affects.
Read the executed contract, and take each fact from a clause.
Find the policy section and the latest signed memo on similar facts.
Work through the standard's own steps, with a paragraph for each.
Quote the test exactly. "Probable that a significant reversal will not occur" is the wording.
Write down the alternatives, and why each fails on these facts.
Where policy and practice differ, show both. A named person decides and records why.
Tie the numbers out, sign, lock the version, and share it with the auditor.
As of November 2026: ASU 2025-07 and ASU 2024-03 from annual periods beginning after December 15, 2026 · ASU 2025-11 from interim periods in annual periods beginning after December 15, 2027 · SEC semiannual reporting still proposed · audit file window cut from 45 to 14 days, for all firms on fiscal years beginning on or after December 15, 2025 · COSO generative AI guidance, February 2026 · no SEC or PCAOB rule specific to AI memos found · draft EU GMP Annex 22 not adopted, and not about accounting.
A memo remains the judgment of the company's accountants. The auditors form their own view.
14 terms
Position memo
The written record of one accounting judgment.
ASC
The FASB's Accounting Standards Codification, the source of US GAAP.
ASU
An Accounting Standards Update, the document that changes the ASC.
Performance obligation
A promise to transfer something distinct to a customer.
Variable consideration
Money that depends on a future event.
Constraint
The limit that keeps uncertain money out of revenue.
Functional license
Rights to intellectual property that works as it stands, usually recognized at a point in time.
Screen test
Whether nearly all value sits in one asset.
IPR&D
In-process research and development.
Alternative future use
Another use for an asset beyond the project at hand.
Precedent
A company's own earlier signed memo on similar facts.
Material weakness
A serious gap in internal control over financial reporting.
Big R and little r
A restatement of statements no longer reliable, and a correction of immaterial errors.
CAO
Chief accounting officer.
24 · Sources
Sources
Accessed November 2026. Regulatory status statements are as of November 2026. Codification paragraphs are cited from the FASB Accounting Standards Updates that added them.
U.S. Securities and Exchange Commission, Commission Guidance Regarding Management's Report on Internal Control Over Financial Reporting, Release 33-8810, June 2007. sec.gov
Thomson Reuters Tax & Accounting, on the Financial Accounting Foundation's announcement of February 27, 2023 ending fees for the Professional View of the Codification. thomsonreuters.com
FASB, Accounting Standards Update 2014-09, Revenue from Contracts with Customers, Section A, May 2014: glossary (probable), 606-10-05-4, 606-10-25-1, 606-10-32-5 to 32-14, 606-10-32-28. fasb.org
EY, SEC Reporting Update No. 2025-01, "Highlights of trends in 2025 SEC staff comment letters", September 11, 2025. ey.com
Journal of Accountancy, "COSO creates audit-ready guidance for governing generative AI", February 26, 2026, on COSO's Achieving Effective Internal Control Over Generative AI. journalofaccountancy.com
FASB, Accounting Standards Update 2016-10, Identifying Performance Obligations and Licensing, April 2016: 606-10-55-58, 55-59, 55-65. fasb.org
FASB, Accounting Standards Update 2017-01, Clarifying the Definition of a Business, January 2017: 805-10-55-5A to 55-5C. fasb.org
Deloitte, Life Sciences Industry Accounting Guide, March 2026 edition, Chapter 2, Research and Development: ASC 730-10-25-2, section 2.2.3 prelaunch inventory and an SEC comment, section 2.2.6 priority review vouchers. deloitte.com
FASB, Accounting Standards Update 2018-18, Collaborative Arrangements, November 2018: 808-10-15-5A to 15-5C, 808-10-45-3. fasb.org
FASB, Accounting Standards Update 2016-02, Leases, Section A, February 2016: 842-10-15-3, 15-9, 15-10. fasb.org
FASB, Accounting Standards Update 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, September 2025: 815-10-15-59(e), 815-10-55-143B. fasb.org
FASB, Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses, November 2024, with the effective date as clarified by ASU 2025-01, January 2025. fasb.org
U.S. Securities and Exchange Commission, Semiannual Reporting, proposed rule, Release 33-11414, File S7-2026-15, May 5, 2026; page updated July 31, 2026, read November 3, 2026. sec.gov
EY, To the Point No. 2026-06, "SEC proposes optional semiannual reporting in lieu of quarterly Form 10-Q reporting", May 7, 2026. ey.com
Deloitte, Life Sciences Industry Accounting Guide, March 2026 edition, Chapter 3, Acquisitions and Divestitures: the screen, the 90 percent reading, business combination against asset acquisition, section 3.2.2.2 on contingent consideration. deloitte.com
FASB, Chair Report, January 1 to March 31, 2026: considered and decided not to add a project on alternative funding arrangements, including research and development funding and royalty monetization. fasb.org
FASB, Chair Report, April 1 to June 30, 2026: the Board met May 13 on the Accounting for and Disclosure of Intangibles research project and decided not to add a project to the technical agenda. fasb.org
U.S. Food and Drug Administration, FDA List of Authorized Generic Drugs, read November 3, 2026. fda.gov
Deloitte, Life Sciences Industry Accounting Guide, March 2026 edition, Chapter 1, Revenue Recognition, sections 1.5.2 and 1.5.3. deloitte.com
PwC, Business combinations and noncontrolling interests, global edition, February 28, 2026, section 3.3, on ASC 805-10-55-25(a). pwc.com
Lyra Therapeutics, Inc., Form 8-K, Item 4.02, October 26, 2022. sec.gov
Protalix BioTherapeutics, Inc., Form 8-K, Item 4.02, March 18, 2019. sec.gov
CytomX Therapeutics, Inc., Form 8-K, Item 4.02, February 24, 2023. sec.gov
U.S. Securities and Exchange Commission, Staff Accounting Bulletin No. 99, Materiality, August 12, 1999. sec.gov
PCAOB staff, Spotlight: Staff Update on 2024 Inspection Activities, March 2025 (staff views; 2024 rates estimated). pcaobus.org
Journal of Accountancy, "PCAOB's latest data reveals cleaner inspection findings", October 23, 2026, on the PCAOB's staff update on 2025 inspections. journalofaccountancy.com
U.S. Securities and Exchange Commission, Order Granting Approval of Auditing Standard 1000 and Amendments to PCAOB Standards, Release 34-100773, File PCAOB-2024-01, August 20, 2024, section II, on AS 1215.15 as amended; published at 89 FR 68217, August 23, 2024. sec.gov
TheCorporateCounsel.net blog, May 13, 2026, on Ideagen Audit Analytics' count of SEC comment letter conversations in 2025, data through March 6, 2026. thecorporatecounsel.net
KPMG LLP, Trends in material weaknesses, 2025 study (published 2026), data from Audit Analytics and SEC filings. kpmg.com
Mayer Brown, Across the Board, June 26, 2024, on the Center for Audit Quality's "Financial Restatement Trends in the United States: 2013-2022". mayerbrown.com
IQVIA, "Biopharma M&A: Outlook for 2026", January 19, 2026. iqvia.com
PCAOB staff, Spotlight: Staff Update on Outreach Activities Related to the Integration of Generative Artificial Intelligence in Audits and Financial Reporting, July 2024 (staff views). pcaobus.org
Thomson Reuters Checkpoint News, "SEC staff eye AI reminders, not prescriptive rules, for financial reporting", June 15, 2026, press report of remarks on June 4, 2026. thomsonreuters.com
U.S. Food and Drug Administration, Considerations for the Use of Artificial Intelligence to Support Regulatory Decision-Making for Drug and Biological Products, draft guidance, January 2025, Docket FDA-2024-D-4689. fda.gov
U.S. Food and Drug Administration, Computer Software Assurance for Production and Quality Management System Software, February 2026. fda.gov
PIC/S and European Commission, draft EU GMP Annex 22, Artificial Intelligence, consultation July 7 to October 7, 2025; not on EudraLex Volume 4 on November 3, 2026. picscheme.org
European Commission, AI Act regulatory framework page, read November 3, 2026. europa.eu
Magesh et al., "Hallucination-Free? Assessing the Reliability of Leading AI Legal Research Tools", preprint. arxiv.org
Stanford Graduate School of Business, "AI Is Reshaping Accounting Jobs by Doing the 'Boring' Stuff", June 26, 2025, on Choi and Xie. stanford.edu
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