CAQ Releases Highlights of September 2019 Joint Meeting With the SEC Staff

The Center for Audit Quality (CAQ) has published highlights of the September 24, 2019, CAQ SEC Regulations Committee joint meeting with the SEC staff.

Topics discussed at the meeting included:

• Financial statement requirements in a Form S-4 or merger proxy related to the reverse merger of a nonreporting target and a public operating company.
• The impact on Article 11 conclusions of master limited partnership drop-down transactions that were previously accounted for as common-control business combinations or asset acquisitions under ASC 805, Business Combinations, but are now accounted for as failed sale-leaseback transactions under ASC 842, Leases.
• Disclosure requirements related to the table of contractual obligations upon a registrant’s adoption of ASC 842.
• The recasting of selected financial data after a retrospective accounting change.
• A special-purpose acquisition company’s application of paragraph 2025.3 of the FRM on the use of pro forma information to measure significance for Regulation S-X, Rule 3-05, financial statements after the acquisition of its predecessor.
• Non-GAAP financial measures.