Yesterday, Corp Fin released a batch of updates to the Financial Reporting Manual. I am very happy that the Staff keeps this resource current! As a young associate attempting to understand securities law, I remember feeling like I’d stumbled upon a hidden treasure when I first encountered the FRM in its current form almost 20 years ago (although I must confess that I still did not use it quite as much as TheCorporateCounsel.net, which of course covered the current Manual’s debut in a blog).

The latest updates follow a batch released in July and address a variety of items. The revisions that are likely of most interest to this crowd are the ones made for:

– The May 20, 2020 amendments to the S-X Acquisition Rules (S-X 3-05, S-X 3-14, S-X 8-04, and S-X 8-06) from SEC Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” which were effective January 1, 2021. The updated Sections are 1140.8, 2200.2, 2200.5, 2340 2345, 2360, 5210, 6120.11, 6220.7, 6340.2, 6410.8, 6410.10, 10220.5, and 12250.

– Amendments to S-K 301, S-K 302 and S-K 303 from SEC Release No. 33-10890 “Amendments to Management’s Discussion and Analysis, Selected Financial Data and Supplementary Financial Information,” which were effective February 10, 2021. The updated Sections are 1610, 1620, 2705, 4420, 4870, 5350, 6120.12, 6410.2, 6420, 6720.5, 9110, 9200, 9410, 9500, 9510, 9700, 9910, 10220.2 and 13500.

– Exchange Act Reporting Requirements for Transition Period – Section 1360.2

– Acquired or To-Be-Acquired Business is Not a Foreign Business But Would Be an FPI – Section 2935.22.

– FPIs Voluntarily Filing on Domestic Forms – Section 6120.6.

– FPI Disclosures of Changes in Accountants & Disagreements – Section 6830.

As a reminder, the Staff includes a disclaimer on the FRM landing page, which states in part:

Because of its informal nature, the Manual does not necessarily contain a discussion of all material considerations necessary to reach an accounting or disclosure conclusion. Such conclusions about a particular transaction are very fact dependent and require careful analysis of the transaction and of the relevant authoritative accounting literature and Commission requirements. The information in this Manual is non-authoritative. If it conflicts with authoritative or source material, the authoritative or source material governs. The information presented also may not reflect the views of other Divisions and Offices at the Commission. The guidance is not a rule, regulation or statement of the Commission and the Commission has neither approved nor disapproved this information.

– Liz Dunshee