The following is not meant to be legal advice.
For attorneys working in technology on commercial transactions, there is often the interview question of what is VSOE and SOP 97-2. VSOE relates to revenue recognition.
CFO magazine’s January 2008 issue did a summary on VSOE and the difficulties in judgment when determining pricing practices. For instance, a change in business model can lead to a need to reassess VSOE because of different assessments on fair value.
Restatements involving VSOE affect the timing of revenues and generally not the total amount of revenues. However, VSOE issues have resulted in SEC investigations. Take the example of SmartForce (Now SkillSoft located in New Hampshire). CFO magazine reported that the SEC investigated the company’s former finance officers, including the former CFO David C. Drummond. Many may know Drummond for his talks at Silicon Valley events on legal topics stemming from his experiences at Google, Inc. Prior Google, Drummond headed a finance team that was ordered in 2007 to pay a total of around $2 million for stock gains resulting from revenues that had to be restated in 2003 due to VSOE problems. According to the North County gazette posting on July 21, 2007, which serves New York State with investigative news, Drummond, as the chief financial officer, was ultimately responsible for SmartForce’s financial statements.
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