SEC proposes changes to disclosures on acquisitions and disposals

by | May 5, 2019 | Uncategorized | 0 comments

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SEC proposes changes to disclosures on acquisitions and disposals

The SEC on Friday proposed rules changes designed to provide investors improved information about acquired and disposed businesses while reducing the cost and complexity to businesses preparing disclosures.

Currently, Rule 3-05 of Regulation S-X requires SEC registrants that acquire a significant business other than a real estate operation to provide separate audited annual and unaudited interim pre-acquisition financial statements of that business. The number of years of financial information that must be provided depends on the significance of the acquisition to the registrant. Acquisitions of real estate operations are addressed in this regard in Rule 3-14 of Regulation S-X.

Article 11 of Regulation S-X requires registrants to file unaudited pro forma financial information relating to the acquisition or disposal of a business. This information typically includes a pro forma balance sheet and pro forma income statements based on historical financial statements, including adjustments showing how the transaction might have affected the companies’ financial statements.

Meanwhile, Rule 3-05 applies to registered investment companies and business development companies. But due to the nature of investment companies, it is often unclear how to apply these reporting requirements to acquired funds.

The proposed amendments have arisen from the SEC’s ongoing project to evaluate disclosure requirements. For years, regulators and standard setters such as the SEC and FASB have been trying to find ways to simplify financial reporting without eliminating information that’s useful to investors.

The SEC’s proposed changes would:

Comments on the proposal will be accepted for 60 days after its publication in the Federal Register and can be submitted through the SEC website.

Ken Tysiac (Kenneth.Tysiac@aicpa-cima.com) is the JofA’s editorial director.

Research & References of SEC proposes changes to disclosures on acquisitions and disposals|A&C Accounting And Tax Services
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SEC proposes changes to disclosures on acquisitions and disposals

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