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Welcome to Zero Material Weakness!
Stay ahead of audit red flags with practical insights and real-world tips to fix internal control weaknesses before they’re found.

Welcome to this edition (week ending August 15, 2025) of Zero Material Weakness (ZMW) — a newsletter built for CFOs and controllers who want to stay ahead of material weaknesses before they become audit red flags. Whether you're preparing for SOX compliance, managing IPO-readiness, or just tightening up your internal control environment, this newsletter brings practical insights, industry trends, and real-world examples straight to your inbox. Our goal? Help you fix what’s weak, before the auditors find it.
News this week
Ripple Case Finally Put to Rest
On August 7, the SEC and Ripple agreed to drop their appeals in the Second Circuit. This leaves intact the district court’s ruling that imposed a $125,035,150 civil penalty on Ripple and barred the company from future registration violations. The decision brings an end to one of the most closely watched crypto enforcement battles and locks in the lower court’s outcome.
SEC Staff Says Certain “Liquid Staking” Activities Are Not Securities
On August 5, the SEC’s Division of Corporation Finance issued a detailed statement explaining that, depending on the facts, the liquid staking activities it reviewed — including issuing and redeeming “staking receipt tokens” do not amount to an offer or sale of securities. As a result, registration would not be required for those activities as described. This reflects the staff’s interpretation and is not a formal Commission rule.
CFPB Rethinks Supervision of Consumer Reporting Firms
The Consumer Financial Protection Bureau has issued an Advance Notice of Proposed Rulemaking to revisit its “larger participant” test for the consumer reporting market, which currently applies to companies with more than $7 million in annual receipts. The Bureau says supervising so many firms may not justify the cost and is considering raising the threshold. Public comments will be due 45 days after the notice appears in the Federal Register.A higher threshold would limit which nonbank companies the CFPB can examine. This could reduce oversight for many consumer reporting firms while keeping the focus on the largest players in the market.
CFPB Considers Major Shift in Auto Finance Oversight
The Consumer Financial Protection Bureau has released a third Advance Notice of Proposed Rulemaking to revisit its “larger participant” test for automobile financing, which currently covers companies with at least 10,000 originations per year. The Bureau is exploring significant changes, including raising the threshold to about 1,050,000 originations. That change would reduce the number of covered entities by more than 90 percent, from 63 to just 5, and cut market coverage from roughly 94 percent to 42 percent. Public comments will be due 45 days after the notice is published in the Federal Register.Auto finance is one of the largest consumer credit markets in the United States. A higher threshold would sharply limit the CFPB’s direct supervision of nonbank auto lenders, focusing oversight on only the biggest players.
Comptroller Supports New Fair Banking Executive Order
On August 7, Comptroller Jonathan V. Gould voiced support for the White House’s Executive Order titled “Guaranteeing Fair Banking For All Americans.” His statement signals that the Office of the Comptroller of the Currency is aligned with the order’s goals and that bank examiners will likely place more emphasis on fair access and fair treatment in their oversight work.What it means for the public:
The order aims to ensure that banks treat all customers fairly and provide equal access to financial services. Consumers can expect regulators to be more attentive to issues like discrimination, biased lending practices, and barriers to banking access. This could lead to stronger protections and more consistent treatment across the banking system.
A thought from our Author Norm Osumi
Recently, with the IPO of Circle and an interest in more tokenization in our Traditional Finance infrastructure, here are some points that we should be mindful of as we enter into this world of Defi. Tokenization is about access, flexibility, and efficiency; three things the current financial system doesn’t always deliver. Tokenization is reshaping investing by making it more accessible, flexible, and efficient for everyday consumers. It allows fractional ownership of high-value assets, letting investors buy small slices of properties or securities for a fraction of the cost while removing traditional barriers like minimum account sizes and geographic restrictions. With the ability to trade 24/7, settle transactions in minutes, and unlock liquidity from hard-to-sell assets by selling only a portion, investors gain both speed and flexibility. Fewer intermediaries can also mean lower fees, keeping more returns in investors’ pockets. While risks remain from volatility, evolving technology, and regulatory uncertainty, tokenization has the potential to make investing as seamless and on-demand as streaming your favorite show and those who understand this early will be best positioned to benefit from this shift.
Weekly Podcasts
We want to keep you engaged with meaningful topics, so we create weekly podcasts and host periodic webinars.
On this week’s ReportingNorms.ai, Norm Osumi sits down with Kailesh to explore his incredible journey from being a refugee in Uganda to becoming a notable figure in Silicon Valley's finance sector. Kailesh shares valuable insights on continuous learning, the importance of hard work, and his passion for social impact, including his efforts with the Luton Town Football Club.
They also dive into how the accounting and auditing profession has transformed over the years, the acceleration of AI, and Kailesh's vision of giving back to communities and the power of mentorship. This is an episode full of inspiration, practical lessons, and a glimpse into the dynamic world of business and philanthropy. Join us as we unravel the deeply personal and professional story of Kailesh Karavadra.
Tune in to hear more.
Here’s the audio version of the same:
To watch more podcasts, visit and follow us on ReportingNorms.ai.
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