On May 17, 2024, the Director of the Division of Corporation Finance of the Securities and Exchange Commission, Erik Gerding, and the Chief Accountant, Paul Munter, issued a statement regarding International Financial...more
Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more
The Inflation Reduction Act (IRA) of 2022 significantly changed the U.S. Federal income tax code, including introducing the new Corporate Alternative Minimum Tax (CAMT). The CAMT is a parallel tax system that applies to...more
1. Share structure and cap table - Depending on where your company is incorporated, dual- or multi-class voting structures may or may not be permitted. It is therefore important to determine early in the initial public...more
On March 23, 2023, the International Accounting Standards Board (IASB) commenced a new “maintenance” project to “explore whether and how financial statements can better communicate information about climate-related risks.”...more
On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the IRA) into law. Among the most notable IRA provisions is a 15% corporate alternative minimum tax on corporations with book profits...more
Accountants (or auditors in particular) are the benefactors of hindsight and get to put it to use every time they are engaged to opine on a company’s financial statements. Namely, that period from the date of the financial...more
Materiality in the context of the federal securities laws has been a topic of repeated focus by the Securities and Exchange Commission (SEC) and the courts over the years. That attention, however, has not necessarily produced...more
In December 2021 the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) released their proposed amendments to their accounting standards that will require buyers of...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more
On September 11, 2020, the Securities and Exchange Commission (the “SEC”) adopted final rules applicable to banks, bank holding companies, savings and loan associations and savings and loan holding companies that will, among...more
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) amended the financial statement and other disclosure requirements that apply when public companies acquire or dispose of a business or real estate...more
On May 21, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to its financial disclosure requirements related to acquisitions and dispositions. These amendments streamline and eliminate immaterial...more
In an attempt to improve the financial information presented to investors in connection with many M&A transactions, the United States Securities and Exchange Commission (the “SEC”) recently adopted highly anticipated...more
In May 2020, the Securities and Exchange Commission approved amendments to the requirements for financial statements relating to acquisitions and dispositions of businesses, including real estate operations, in Regulation S-X...more
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments (the “Amendments”) to streamline the financial statement disclosures that are required in connection with acquisition and disposition...more
The U.S. IPO market has re-opened in a big way: demand is up substantially after a dip in March and April, and the outlook for companies looking to list on Nasdaq or the NYSE, particularly for life sciences companies, is...more
On May 21, 2020, the Securities and Exchange Commission (the SEC) announced the adoption of amendments to certain rules and forms relating to financial disclosures about acquisitions and dispositions of businesses “to improve...more
On May 20, 2020, the Securities and Exchange Commission (SEC) amended its rules governing financial information that public companies (sometimes called “registrants”) must provide in connection with significant acquisitions...more
On May 20, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to the financial statement and other disclosure requirements related to acquisitions and dispositions of businesses, including real estate...more
On May 21, 2020, the US Securities and Exchange Commission (SEC) adopted amendments (Amended Rules)1 to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule...more
On May 20, 2020, the European Securities and Markets Authority issued a public statement on the impact of the COVID-19 pandemic on the half-yearly financials of listed issuers. In particular, ESMA addressed the preparation of...more
COVID-19: PRA Dear CEO letter on IFRS 9, capital requirements and loan covenants - On 26 March 2020, the Prudential Regulation Authority (PRA) published a Dear CEO letter giving guidance on consistent and robust...more
There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....more
On May 3, 2019, the Securities and Exchange Commission (the "SEC") proposed amendments to its rules governing disclosure of financial statements by public companies or in initial public offerings ("IPOs") in connection with...more