Photo of Lina Angelici

Lina Angelici is a member of Gunster’s Corporate and Securities Law and Corporate Governance practice groups. For over 25 years, she has advised public and private companies on corporate, securities, M&A, capital markets, and venture capital transactions across a broad range of industries including, technology, lifestyle, manufacturing, and timeshare companies and publicly traded REITs.  She advises clients on public and private offerings, corporate governance matters, special committee situations, and SEC reporting and stock exchange compliance.  Lina also has previous in-house experience as corporate and securities counsel at publicly traded companies.

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While we have been busy in 2020 learning how to social distance, wear masks and do Zoom meetings, the SEC has spent the year turning out a relentless tsunami of new rules and amendments of old ones. Among the latter are extensive amendments to the financial disclosure obligations of a public company when it acquires or disposes of a business. Adopted in May 2020, these long-awaited amendments go into effect on January 1, 2021, so a summary seems timely.

Given the extent and complexity of these amendments, we will summarize them in installments. This first installment considers the changes to the periods to be presented in the financial statements, the amendments to the Investment Test and the Income Test in the definition of a “significant subsidiary,” and the codification of the staff practice of permitting abbreviated financial statements for acquisitions of components of an entity. In reading this and future summaries, bear in mind that the new rules are complex and need to be reviewed carefully against the detailed terms of an acquisition or disposition.
Continue Reading The SEC Fixes those Pesky M&A Financial Disclosure Requirements