The SEC recently amended its disclosure requirements for historical and pro forma financial statements arising from acquisitions and dispositions.[1] While the revisions are fairly technical, overall they should reduce disclosure burdens and make it easier for public companies to pursue these transactions. The revisions also provide a useful reminder that public companies must sometimes disclose financial information even for very small acquisitions and should therefore strive to obtain reliable financial statements in every acquisition.
The new rules take generally effect at the beginning of each public company’s fiscal year commencing after December 31, 2020, but companies may comply early if they apply the new rules in full upon early compliance. Financial statements for transactions initially reported on Form 8-K before the applicable effective date will continue to be governed by the existing rules, even if the financial statements are filed after the effective date. See our client alert for details
[1] This [post] does not address the specialized disclosure requirements for real estate operations, investment companies, business development companies or foreign issuers.