Posted by Alexander F. Cohen, Latham & Watkins LLP, on Sunday, February 5, 2017
Editor's Note: Alexander F. Cohen is partner and co-chair of the national office of Latham & Watkins LLP. This post is based on a Latham publication, in collaboration with KPMG LLP, by Mr. Cohen, Paul M. Dudek, Joel H. Trotter, and Melanie F. Dolan; a related guide for non-US issuers is available here.
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This post is designed to provide a roadmap to help navigate the financial statement requirements of the federal securities laws. We focus principally on the requirements for new registration statements in public offerings, including initial public offerings by emerging growth companies (EGCs) under the JOBS Act. We also summarize briefly the practices in the Rule 144A market, as well as the special rules applicable to “foreign private issuers.”