May 22, 2020

SEC Adopts Overhaul of M&A Financial Info

Yesterday, the SEC announced that it had adopted amendments overhauling the rules governing the financial information that public companies must provide for significant acquisitions & divestitures. Here’s the 267-page adopting release. Highlights of the rule changes include:

– Updating the significance tests in Rule 1-02(w) and elsewhere by revising the investment test to compare the registrant’s investments in and advances to the acquired or disposed business to the registrant’s aggregate worldwide market value if available; revising the income test by adding a revenue component; expanding the use of pro forma financial information in measuring significance; and conforming, to the extent applicable, the significance threshold and tests for disposed businesses to those used for acquired businesses;

– Modifying and enhancing the required disclosure for the aggregate effect of acquisitions for which financial statements are not required or are not yet required by eliminating historical financial statements for insignificant businesses and expanding the pro forma financial information to depict the aggregate effect in all material respects;

– Requiring the acquired company financial statements to cover no more than the two most recent fiscal years;

– Permitting disclosure of financial statements that omit certain expenses for certain acquisitions of a component of an entity;

– Permitting the use of, or reconciliation to, IFRS standards in certain circumstances;

– No longer requiring separate acquired business financial statements once the business has been included in the registrant’s post-acquisition financial statements for nine months or a complete fiscal year, depending on significance;

The changes also impact financial statements required under Rule 3-14 of Regulation S-X (which deals with acquisitions of real estate operations), amend existing pro forma requirements to improve the content and relevance of required pro forma financial information, and make corresponding changes in the rules applicable to smaller reporting companies under Article 8 of Regulation S-X.

I suppose you’re wondering if the SEC split along partisan lines once again – well, of course they did!  Here’s Commissioner Allison Herren Lee’s dissenting statement. We’ll be posting memos in our “Accounting Overview” Practice Area.

Memorial Day 2020: Grant Us Peace

John Jenkins