Mergers & Acquisitions Law Report - May 7, 2012: Summary of Required Financial Statements of Businesses Acquired or to Be Acquired

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Reproduced with permission from Mergers & Acquisitions Law Report, 15 MALR 686, 05/07/2012. Copyright 2012 by The Bureau of National Affairs, Inc.

Rule 3-05 of Regulation S-X requires audited financial statements to be filed for a significant business (or a significant group of related businesses) that has been acquired or the acquisition of which is probable. See below for a discussion of what constitutes (i) ‘‘significant,’’ (ii) a ‘‘business’’ and (iii) a ‘‘group of related businesses.’’ A group of related businesses is treated as a single business under Rule 3-05; as a result, references below to an ‘‘acquisition’’ or an ‘‘acquired business’’ include groups of related businesses. The term ‘‘probable’’ is not a defined term and is evaluated on a case-by-case basis.

Generally, the period for which the acquired business’ financial statements will be required to be filed is determined by the level of the significance of the acquisition.

Please see full publication below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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