Form S-4 Disclosure for Business Combinations

Summary

This practice note discusses the disclosure requirements for a registration statement on Form S-4 filed by a domestic (U.S.) company registered under the Securities Exchange Act of 1934, as amended (Exchange Act), to register the offer and sale of its securities to security holders of a target company (which may or may not be an Exchange Act registrant) as consideration in a business combination. It also addresses several variations on this fact pattern, particularly as they apply to financial statement and other financial information disclosures.