The U.S. Securities and Exchange Commission’s long-expected reforms to Regulation S-X regarding financial disclosure for business acquisitions and dispositions were published as final amendments on May 21, 2020. Part of the SEC’s overall initiative to improve and streamline disclosure, the final amendments reflect a comprehensive re-thinking – and we believe substantial improvement – of a business combination disclosure system that has in many ways vexed registrants and their professional advisors for decades. The final amendments will become effective on January 1, 2021, but issuers are permitted to voluntarily comply with the final amendments in advance of the effective date.
This Sidley Update discusses the final amendments which, in our view, will move the relevant U.S. disclosure requirements toward a more principles-based regime. In particular, the change allowing pro forma financial statements to reflect future synergies and other effects of a business combination will now provide management with the ability to provide investors with more meaningful pro forma information that incorporates management’s estimate of the anticipated impact of the transaction on pro forma operating results.
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