• SEC, Amendments to Financial Disclosures about Acquired and Disposed Businesses (May 3, 2019)

• SEC Proposes to Improve Disclosures Relating to Acquisitions and Dispositions of Businesses

The Securities and Exchange Commission proposed amendments to the financial disclosure requirements in Rules 3-05, 3-14, and Article 11 of Regulation S-X, as well as related rules and forms, for financial statements of businesses acquired or to be acquired and for business dispositions. The Commission also proposed new Rule 6-11 of Regulation S-X and amendments to Form N-14 for financial reporting of acquisitions involving investment companies.

When a registrant acquires a significant business, other than a real estate operation, Rule 3-05 of Regulation S-X generally requires a registrant to provide separate audited annual and unaudited interim pre-acquisition financial statements of that business. The number of years of financial information that must be provided depends on the relative significance of the acquisition to the registrant. Similarly, Rule 3-14 of Regulation S-X addresses the unique nature of real estate operations and requires a registrant that has acquired a significant real estate operation to file financial statements with respect to such acquired operation.

　わが国で米国証券取引委員会への登録が強制されるのは、様式F–4による組織再編に関するものだというワーキング・ペーパーを書いたことがありますが、それとの関係で、今回の規則提案は、実務に影響を与えるように思えます。