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Disclosure Requirements › Corporate Sales Transactions › Securities Regulation

Herbert Smith Freehills Kramer

Takeovers Panel drops a suite of new considerations for voting intention statements

Herbert Smith Freehills Kramer on

In the recent decision in Re Dropsuite Limited [2025] ATP 10, the Takeovers Panel concluded that a voting intention statement given by a substantial shareholder in the usual form was ‘ambiguous’ as to whether that shareholder...more

Troutman Pepper Locke

Recent SEC Corp/Fin Interpretations of Interest

Troutman Pepper Locke on

In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more

Goulston & Storrs PC

What's Market: 10b-5 Representations

Goulston & Storrs PC on

In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...more

Wyrick Robbins Yates & Ponton LLP

SEC Adopts Final Rules Relating to SPACs, Shell Companies, and De-SPAC Transactions

Wyrick Robbins Yates & Ponton LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and guidance affecting initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”) and business...more

Goulston & Storrs PC

10(b)(5) & Full Disclosure Representations

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Inclusion of either 10b-5 or “full disclosure” representations in merger...more

Mayer Brown Free Writings + Perspectives

SEC Amends Financial Disclosure Rules for Merger & Acquisition Transactions

Mayer Brown Free Writings + Perspectives on

Introduction - This First Analysis article discusses the amendments (Amended Rules) adopted by the U.S. Securities and Exchange Commission (SEC) on May 21, 2020 in connection with financial statement disclosures on...more

Hogan Lovells

SEC amends rules on financial reporting of business acquisitions and dispositions

Hogan Lovells on

The SEC recently adopted comprehensive amendments to its rules that govern financial statement requirements for acquisitions or dispositions of significant businesses or other assets. The rules specify the historical...more

Stinson LLP

SEC Simplifies Accounting Disclosures for "Significant" M&A Transactions

Stinson LLP on

The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more

Stinson - Corporate & Securities Law Blog

SEC Simplifies Accounting Disclosures for “Significant” M&A Transactions

Stinson - Corporate & Securities Law Blog on

The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more

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