The Securities and Exchange Commission (SEC) has proposed a rule to amend financial disclosure requirements for the acquisition and disposition of businesses.
The proposed amendments are designed to improve the information that investors receive regarding the acquisition or disposition of businesses, reduce the complexity and compliance costs of these financial disclosures, and provide more timely access to capital.
When a company acquires a business, they are generally required to provide financial statements of that business. The number of years of financial information that must be provided depends on the acquisition. The new rule proposals require the financial statements of the acquired business to cover up to the two most recent fiscal years rather than up to the three most recent fiscal years. Additionally, businesses are no longer require separate acquired business financial statements once the business has been included in the registrant’s post-acquisition financial statements for a complete fiscal year.
“The proposed rules are, first and foremost, intended to ensure that investors receive the financial information necessary to understand the potential effects of significant acquisitions or dispositions,” SEC Chairman Jay Clayton said. “The staff’s work on the proposed rule amendments reflects years of experience. Their work to eliminate unnecessary costs and burdens of the current rules – which in some cases have been significant and frustrated otherwise attractive transactions – while at the same time improving the disclosures investors receive should be applauded.”
There will be a 60-day public comment period for the rule changes following publication in the Federal Register.