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SEC Office of M&A Softening Position on Requirement for Audited Target Financials in Certain Cash Mergers
April 5, 2007 Full PDF
In various recent conversations that we have had with senior staff of the SEC Division of Corporation Finance's Office of M&A, we have been informed that the Office of M&A may be softening its position of requiring current audited financial statements for targets in all merger-related proxy statements, even where such financial statements are unavailable or only available after an unreasonable expenditure of effort, time or expense. Because many companies are facing delays in compiling audited financial statements due to accounting issues, such as stock option backdating, we thought that companies or firms actively participating in the M&A market would be particularly interested in this change in position.