2024 SEC comment letter trends: Business combinations

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This next episode of our 2024 SEC comment letter podcast miniseries discusses business combinations.
Business combination accounting can be complex, the required disclosures are comprehensive, and these are not routine transactions for most companies – all making this a challenging area that frequently gets the attention of the SEC staff. We discuss the issues most frequently raised by the SEC staff and offer advice to preparers for getting ahead of them.
In this episode, we discuss:

• 2:02 – An overview of SEC comment letter trends related to business combinations
• 5:14 – Determining whether a transaction is an asset acquisition or business combination
• 7:34 – The definition of a “business” in US GAAP as compared to SEC rules
• 9:23 – Comments related to omitted disclosures
• 12:39 – Pro forma disclosures and financial statements of acquired or to-be-acquired businesses
• 25:45 – Other reminders and areas of focus related to business combinations

For more information, see our full analysis of SEC comment letter trends, our Business combinations guide, and Chapter 17 of our Financial statement presentation guide. Also, check out our other episodes in this miniseries:

• SEC comment letters – What’s trending in 2024
• 2024 SEC comment letter trends: Revenue

Additionally, follow this podcast on your favorite podcast app for more episodes.

Beth Paul is a Deputy Chief Accountant in PwC’s National Office responsible for a team of consultants that specialize in business combinations and related areas, such as consolidations, disposals, impairments, and segment reporting.
Kevin Vaughn is a PwC National Office partner specializing in SEC reporting matters. Kevin leverages his extensive experience to support PwC public company and pre-IPO clients on accounting and SEC reporting matters. Prior to joining PwC in 2023, Kevin spent over 18 years at the SEC, most recently serving on the leadership team in the SEC’s Office of the Chief Accountant where he focused on technical accounting consultations, SEC rulemakings, and standard setting matters.
Kyle Moffatt is PwC’s Professional Practice leader, leading a team responsible for working with standard setters and regulators as well as delivering brand-defining thought leadership and educational materials. He also consults with engagement teams and audit clients on SEC reporting matters. Before PwC, Kyle spent almost 20 years with the SEC, most recently as Chief Accountant and Disclosure Program Director in the Division of Corporation Finance.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [e-mail].

Capíttulos

1. 2024 SEC comment letter trends: Business combinations (00:00:00)

2. An overview of SEC comment letter trends related to business combinations (00:02:02)

3. Determining whether a transaction is an asset acquisition or business combination (00:05:14)

4. The definition of a “business” in US GAAP as compared to SEC rules (00:07:34)

5. Comments related to omitted disclosures (00:09:23)

6. Pro forma disclosures and financial statements of acquired or to-be-acquired businesses (00:12:39)

7. Other reminders and areas of focus related to business combinations (00:25:45)