5. The Going-Public Process 43

Disclosure about off-balance sheet arrangements, aggregate contractual obligations, and other matters. This section should include, among other things, an explanation of off-balance sheet transactions and arrangements, including relationships of the company with unconsolidated entities or other persons that have or are reasonably likely to have a current or future material effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, or capital resources.
Companies must also present the above information on a basis, if the company operates in multiple segments as defined by the accounting rules, to provide a more complete understanding of the business.
Other disclosures. Other disclosures that are required in a registration statement include (but are not limited to) the items listed below.
Legal proceedings, if any;
Interests of named experts and counsel; and
Certain relationships and related transactions.
Part II – Information not required in the prospectus
This part includes disclosures regarding the expenses associated with the issuance and distribution of the securities, the indemnification of directors and officers acting for the company, any sales of unregistered securities within the last three years, undertaking representations made by the company
acknowledging that it will keep the registration statement and prospectus current, various exhibits (such as certain material contracts entered into by the company, articles of incorporation and bylaws, underwriting agreement), and various required financial statement schedules.
Sources of SEC technical requirements
The form and content of registration statements, including the requirements for most financial statements and other financial information to be included in the registration statement, are contained in the following SEC rules, regulations, and interpretations.
Regulation S-X is the principal accounting regulation of the SEC. It specifies the financial statements to be included in filings with the SEC and provides rules and guidance on their form and content.
Regulation S-K contains the disclosure requirements for the non-financialstatement portion of filings with the SEC (otherwise referred to as the “forepart” of the document).
Financial Reporting Releases (FRRs) are designed to communicate the SEC’s positions on accounting and auditing principles and practices. They are used to adopt, amend, or interpret rules and regulations relating to accounting and auditing issues or financial statement disclosures.
PricewaterhouseCoopers LLP Roadmap for an IPO
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