Capital Markets & Securities Law Watch

On May 3, 2024, the SEC announced charges against audit firm BF Borgers CPA PC and its owner, Benjamin F. Borgers, of deliberate and systemic failures to comply with PCAOB standards in its audits and reviews incorporated in over 1,500 SEC filings from January 2021 through June 2023, in what the SEC called “one of the largest wholesale failures by gatekeepers in our financial markets.” In this post, we review the SEC’s order and the SEC staff’s statement regarding the disclosure and reporting obligations of impacted issuers.

On May 21, 2020, the Securities and Exchange Commission (SEC) voted to amend the requirements for public company disclosure of financial information related to significant acquisitions and divestitures of business. This marks the SEC’s latest action to improve both the substance and preparation of M&A-related financial disclosure.

On March 2, 2020, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings under Rules 3-10 and 3-16 of Regulation S-X. This blog post discusses the changes to Rule 3-10 and Rule 3-16, as well as their effects on issuers. Note that, while the amendments become effective on January 4, 2021, issuers can begin voluntary compliance with the final amendments immediately, which will be accepted in advance of the effective date.