Acquisitions and dispositions: business vs asset tests

A video of this podcast is available on YouTube, Spotify, or PwC’s website at viewpoint.pwc.com

We continue our video podcast miniseries focused on SEC reporting, helping you stay current on the evolving SEC landscape while taking a “back to basics” look at key reporting areas.

In today’s episode, we discuss Form 8-K, a critical SEC filing for timely disclosure of significant corporate events. While foundational in nature, Form 8-K reporting involves a range of complex triggers and tight deadlines. We explore the fundamentals and hot topics shaping today’s Form 8-K reporting environment—including cybersecurity disclosure requirements, materiality assessments, and frequent challenges.

In this episode, we discuss:

• 0:57 – Overview of Form 8-K reporting requirements
• 4:13 – Cybersecurity incident triggers and reporting requirements
• 7:58 – Key reminders and insights into frequent questions and common pitfalls, including:
  • 15:05 –Acquisitions, dispositions, restructurings, and impairments 
  • 21:40 – Corporate governance-related activities
  • 22:55 – Change in auditor
  • 25:21 – Material contracts
  • 27:04 – Change in segments

In case you missed it – check out the other episodes in this video podcast miniseries:

• Inside SEC reporting: Capital formation
• Inside SEC reporting: Acquisitions and divestitures
• Inside SEC reporting: Pro forma financial information

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About our guests

Raquel Fox is co-head of Skadden's SEC Reporting and Compliance practice and the head of the firm's U.S. ESG practice. She concentrates her practice in the areas of capital markets, M&A, corporate governance, and general corporate and securities matters, advising clients on the full range of SEC reporting and compliance requirements.

Kevin Vaughn is a PwC National Office partner specializing in SEC reporting matters. He leverages his extensive experience to support PwC public company and pre-IPO clients on accounting and SEC reporting matters. Prior to joining PwC in 2023, he spent over 18 years at the SEC, most recently serving on the leadership team in the SEC’s Office of the Chief Accountant where he focused on technical accounting consultations, SEC rulemakings, and standard setting matters.

About our guest host
Kyle Moffatt is PwC’s Professional Practice leader, leading a team responsible for working with standard setters and regulators as well as delivering brand-defining thought leadership and educational materials. He also consults with engagement teams and audit clients on SEC reporting matters. Before PwC, he spent almost 20 years with the SEC, most recently as Chief Accountant and Disclosure Program Director in the Division of Corporation Finance.

Transcripts available upon request for individuals who may need a disability-related accommodation.

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