News & Analysis as of

Regulation S-X Acquisitions

Goodwin

Goodwin REIT Alert: REIT Disclosure Requirements When Acquiring or Disposing of Real Estate Operations

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When a public REIT acquires or disposes of real estate, the transaction may trigger financial disclosure requirements under SEC rules and guidance. Specifically, Rule 3-14 of Regulation S-X (“Rule 3-14”) sets forth the...more

Bradley Arant Boult Cummings LLP

Commission Amends Financial Disclosure Requirements for Business Acquisitions and Dispositions

On May 21, 2020, the Commission adopted amendments to the financial statement disclosure requirements for business acquisitions and dispositions by Commission registrants that also apply to companies undertaking an initial...more

White & Case LLP

SEC Adopts Amendments to Auditor Independence Requirements

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On October 16, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to certain auditor independence requirements in Rule 2-01 of Regulation S-X. The amendments modernize the rules and "more effectively...more

Dorsey & Whitney LLP

REIT Alert: SEC Updates Financial Disclosures about Acquisitions and Dispositions of Businesses, Including Real Estate Operations

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Earlier this year, the Securities and Exchange Commission updated its requirements to provide financial information about acquisitions and dispositions of businesses and real estate operations, the first time that these...more

Proskauer Rose LLP

The SEC Makes Sweeping Changes to The M&A Financial Statement and Pro Forma Requirements

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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

Proskauer Rose LLP

The SEC's New Disclosure Regime for Real Estate Acquisitions - A User's Guide for REITs

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The Securities and Exchange Commission (the "SEC") recently adopted amendments to Regulation S-X and related rules and forms that will streamline and reduce the financial statements required to be filed in connection with...more

Proskauer Rose LLP

SEC Issues Final Rules on Registered Investment Company and Business Development Company Acquisition and Financial Statement...

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The Securities and Exchange Commission (the “SEC”) recently adopted final rules (the “Final Rules”) amending Regulation S-X and related rules and forms in a manner that directly impacts registered investment companies and...more

McDermott Will & Emery

SEC Amends Financial Statement Requirements for Business Acquisitions and Dispositions

In May 2020, the US Securities and Exchange Commission announced amendments to the rule and forms regarding the financial statement requirements for business acquisitions and dispositions. Among other benefits, the amendments...more

Jones Day

SEC Improves Financial Disclosure Requirements for Acquisitions and Dispositions

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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

Smith Anderson

SEC Adopts Significant Amendments to Improve Financial Disclosures Regarding Business Acquisitions and Dispositions

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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

Sullivan & Worcester

SEC Revises Rules for Financial Statements Required for Acquisitions and Dispositions of Businesses and Real Estate

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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

BCLP

SEC Streamlines Financial Statements Requirements in Connection with M&A Transactions

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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

Benesch

SEC Adopts Amendments to Financial Disclosures about Acquired and Disposed Businesses

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In May 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to rules regarding, among other changes, the determination of whether a subsidiary or an acquired or disposed business is significant and the...more

Dorsey & Whitney LLP

SEC Adopts Amendments to Improve Financial Disclosures About Acquisitions and Dispositions of Businesses

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On May 21, 2020, the Securities and Exchange Commission announced rule and form amendments that will affect registrants’ financial disclosures relating to business acquisitions and dispositions. The amendments are intended to...more

Goodwin

SEC Adopts Amendments to Rules Governing Financial Disclosures on Material Acquisitions and Dispositions of Businesses

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In an effort to reduce the complexity and compliance costs of financial disclosures for significant acquisitions or dispositions of businesses, the SEC has adopted amendments to the applicable rules, reducing the scope of...more

Morrison & Foerster LLP

SEC Adopts Amendments To Financial Disclosure Requirements For Acquisitions And Dispositions

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

Perkins Coie

SEC Updates Rules for Financial Statements for M&A

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The U.S. Securities and Exchange Commission on May 21, 2020, adopted amendments to Regulation S-X (Reg S-X) for financial statements related to acquisitions and dispositions of businesses. SEC Chairman Jay Clayton stated that...more

Sheppard Mullin Richter & Hampton LLP

SEC Adopts Comprehensive Changes to “Significance” Tests and Financial Disclosure Requirements of Acquired and Disposed Businesses...

*This post has been updated as of August 4, 2020. On May 20, 2020, the Securities and Exchange Commission formally adopted amendments to financial disclosure regulations regarding the acquisition and disposition of certain...more

Womble Bond Dickinson

SEC Simplifies Financial Disclosures for Acquisitions and Dispositions

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The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. These amendments are part of the SEC’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Changes to Financial Disclosure Requirements for Acquisitions and Dispositions

On May 21, 2020, the Securities and Exchange Commission (SEC) adopted extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The amendments are intended to reduce the complexity...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2020 Edition

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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

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What You Need to Know - 2020 Edition

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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

King & Spalding

SEC Proposes Amendments to Financial Disclosures for Acquisitions and Dispositions

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On May 3, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the financial disclosure requirements in Rules 3-05, 3-14 and Article 11 of Regulation S-X governing acquisitions and dispositions of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Form 20-F for Fiscal Year 2019: What Foreign Private Issuers Should Keep in Mind

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

Bass, Berry & Sims PLC

SEC Proposes Rule Amendments to Revise Financial Statement Requirements for Acquisitions and Dispositions

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On May 3, 2019, the SEC proposed amendments to its rules and forms which would revise the disclosure requirements for financial statements relating to acquisitions and dispositions of businesses. We believe that most aspects...more

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