The SEC's Recent Amendments to Smaller Reporting Company Disclosures--Updated Summary of Financial Statement Requirements

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In December 2007, the Securities and Exchange Commission (the “SEC”) released its final rules relating to the reporting requirements for “smaller reporting companies.”[1] These new rules include, among other things, several changes to:

the required financial statements for “smaller reporting companies,” as defined in SEC Rule 405;

the required age of financial statements (“going stale”) in registration statements for these companies; and

the required financial statements for businesses acquired or to be acquired.

Accordingly, for the convenience of our clients, we set forth in this client alert summary tables and explanations as to these requirements, as they apply to registration statements filed by U.S. issuers (both large and small) under the Securities Act of 1933 (the “Securities Act”). This information gives effect to the new rules, which became effective on February 4, 2008.

The rules relating to foreign private issuers were not revised in connection with the recent amendments, although the new rules give all foreign private issuers the option to report as smaller reporting companies.[2] For the sake of completeness, where appropriate, this client alert will

indicate the applicable rules relating to foreign private issuers that do not make this election.[3]

Of course, we remind readers that this client alert is only a summary, and issuers and their underwriters should discuss the specific financial statement requirements of any registration statement or report filed under the Securities Exchange Act of 1934 (the “Exchange Act”) with the applicable auditing firm at the earliest possible stage of the offering or filing process.[4]

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