Reproduced with permission from Mergers & Acquisitions Law Report, 15 MALR 686, 05/07/2012. Copyright 2012 by The Bureau of National Affairs, Inc.
Rule 3-05 of Regulation S-X requires audited financial statements to be filed for a significant business (or a significant group of related businesses) that has been acquired or the acquisition of which is probable. See below for a discussion of what constitutes (i) ‘‘significant,’’ (ii) a ‘‘business’’ and (iii) a ‘‘group of related businesses.’’ A group of related businesses is treated as a single business under Rule 3-05; as a result, references below to an ‘‘acquisition’’ or an ‘‘acquired business’’ include groups of related businesses. The term ‘‘probable’’ is not a defined term and is evaluated on a case-by-case basis.
Generally, the period for which the acquired business’ financial statements will be required to be filed is determined by the level of the significance of the acquisition.
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