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In each episode of our 2023 SEC comment letter trends series, our guests bring you the latest themes in comment letters from the SEC’s Division of Corporation Finance.

This week, host Heather Horn is joined by PwC Deputy Chief Accountant Beth Paul to discuss the rise in SEC comment letters on business combinations and share insights for preparers on how to avoid the common pitfalls.

In this episode, you’ll hear:

2:35 - Insights into the increase in comment letters related to business combinations, including sector observations
6:34 - An overview of the themes and trends in comment letters related to business combinations
11:44 - A deep dive into SEC staff comments as well as reminders on disclosure and filing requirements, including significance tests and pro forma reporting
21:07 - A summary of comment letter trends related to fair value
23:22 - Considerations on goodwill impairment tests and market cap reconciliations
29:32 - Final advice for preparers dealing with business combinations

Want to learn more? Check out our analysis of SEC comments on business combinations, as well as our Business combinations and Financial statement presentation guides. Also, listen to a previous podcast on business combination accounting.

Beth Paul is a Deputy Chief Accountant in PwC’s National Office responsible for a team of consultants that specialize in business combinations and related areas, such as consolidations, disposals, impairments, and segment reporting.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Follow PwC’s accounting podcast on your favorite podcast app for future episodes in this SEC comment letter series, and subscribe to our weekly newsletter to get all of our thought leadership.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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2023 SEC comment letter trends: Business combinations