US reporting companies that are planning or have completed a significant acquisition of a business may need to file separate target financial statements and related pro forma financial statements under Rule 3-05 and Article 11 of Regulation S-X. The specific SEC rules and financial reporting obligations triggered by a significant acquisition can be quite complex and challenging, requiring careful evaluation by an acquiring company. These rules may also impact the ability of registrants to access the capital markets in a timely fashion, affecting their ability to register or offer securities, including conducting a securities offering, the proceeds of which would be used to fund a significant acquisition or registering securities to be used as consideration for the acquisition.
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