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Financial Disclosures about Acquired and Disposed Businesses The significance tests within the “significant subsidiary” definition in Rule 1-02 (w), Rule 405, and Rule 12b-2 include an investment test, an asset test, and an income test that are applied when determining if a subsidiary is deemed significant for the purposes of certain Regulation S-X and Regulation S-K requirements as well as certain
SEC amends acquisition and disposition disclosures - KPMG Update the significance tests by: revising the investment and income tests; expanding the use of pro forma financial information in measuring significance; and conforming the significance threshold and tests for a disposed business Require the financial statements of the acquired business to cover no more than the two most recent fiscal years
2. 3 Measuring Significance | DART – Deloitte Accounting Research Tool The results of the significance tests indicate that the acquisition of C is 30 percent significant to B but only 5 percent significant to A Accordingly, B complies with the Form 8-K requirements and files audited financial statements of C for one year, unaudited financial statements as of and for the appropriate interim period preceding the
SEC 4550 - Financial statements of acquired or to be . . . - Viewpoint SEC 4550 contains guidance relating to business acquisitions under the amended rules The SEC codified some of its interpretive views relating to the financial statements of businesses acquired or to be acquired and pro forma information in SEC Codification of Financial Reporting Policies (FRP) 506
PowerPoint Presentation WHEN DO YOU NEED ACQUIRED BUSINESS FINANCIAL DISCLOSURES IN A PROSPECTUS UNDER THE SEC’S RULES? acquisition of a business that has closed 75 days or more before the offering Significant means above 20% on any of the three tests described below
SEC Significance Tests: Overview - IPOHub Understand the tests required by the SEC for determining the significance of an acquisition Three tests required and the related financial statement requirements
Acquisitions and Dispositions: SEC Rule 3-05 | DFIN This guide covers the changes to SEC Rule 3-05, including final amendments and the all-important Rule 3- 05 significance test Read on to discover what's new and why these changes were made
SEC Adopts Comprehensive Changes to “Significance” Tests and Financial . . . In order to determine the “significance” of a business, Rule 1-02 (w) requires a registrant to apply three tests: (i) an Income Test; (ii) an Assets Test; and (iii) an Investments Test The new rules provide revisions to the Income and Investments Tests, while leaving the Assets Test largely unaltered