Handbooks | February 2021

 

Insight

US issuers: US public offerings filing requirements

KPMG and Latham & Watkins help navigate financial statement requirements under federal securities laws: US issuers.

Timothy Brown

Timothy Brown

Partner, Dept. of Professional Practice, KPMG US

+1 212-954-8856

Jonathan Guthart

Jonathan Guthart

Partner, Audit, KPMG US

+1 212-954-1961

Erin McCloskey

Erin McCloskey

Partner, Dept. of Professional Practice, KPMG US

+1 212-872-5718


This 2021 edition of the financial statement requirements in US securities offerings focuses on the requirements for new registration statements in public offerings, including IPOs by emerging growth companies under the JOBS Act.

Applicability

  • Companies that will be filing registration statements in public offerings

Relevant dates

  • Effective immediately

Key impacts

Provides guidance on:

  • Financial statement requirements in public offerings, including what to file and when financial statements are considered ‘stale’.
  • Additional financial information required for certain specific situations, such as recent and probable acquisitions.
  • Additional information on other related issues, such as non-GAAP financial measures, Form 8-K requirements and internal control over financial reporting.
  • Practices in the Rule 144A market, and the special rules for foreign private issuers and acquired foreign businesses.

Report contents

  • The basics of financial statement requirements
  • Additional financial information for certain specific situations
  • Some related issues
  • Special considerations in Rule 144A transactions and for foreign private issuers

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