TheCorporateCounsel.net

A couple of weeks ago, Meredith shared thoughts on IPO readiness. An important part of the planning process for IPOs and other capital markets transactions is understanding when your financials will go stale. Luckily, Latham and KPMG have just released their handy “Desktop Staleness Calendar” for companies with December 31st FYEs. Issuers that have a different fiscal year end can use this calculator to find their dates. A couple of notes:

1. Remember that the staleness deadline is the close of business on the applicable date. That means your filing has to be accepted on EDGAR before 5:30 p.m. ET.

2. The cutoff date under PCAOB rules for comfort letter purposes may be earlier than the SEC’s cutoff date. PCAOB AS 6101 (paragraph 47) (which comes from SAS 74/PCAOB AU 634) permits accountants to give traditional negative assurance only up to 134 days after the end of the most recent period for which the accountant has performed an audit or review, although “pass through” comfort (procedures and findings comfort under PCAOB AS 6101) may still be an option. For a complete discussion of the “135-Day Rule” and the interplay with staleness of financial statements, see this Latham memo.

Check out our “Disclosure Deadlines” Practice Area for more guidance on getting your filings in on time.

– Liz Dunshee