SEC Form S-4 - Explained
What is Form S-4?
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What is SEC Form S-4?
Public or reporting companies must submit Form S-4 to the Securities and Exchange Commission (SEC) in case of mergers, acquisitions, or stock exchange offers. Mergers happen when companies want to expend, unite efforts, move into some new segments, or gain higher revenues and profits to maximize stakeholder value. Once merger is done, the new shares are distributed to current shareholders of both merging companies.An exchange offer happens usually in bankruptcy cases, when a firm or financial entity exchanges securities for similar ones at less rigid terms.
How is Form S-4 Used?
All mergers required SEC Form S-4 filing. Five common types of mergers include:
- Conglomerate Mergers - This involves 2 companies with unrelated businesses. The companys combine to expand their current markets.
- Congeneric Mergers - This involves 2 or more companies generally in the same market. This allows efficiencies or economies of scale when the companies use the same technology, marketing, products & R&D processes. It also happens when a company wants to extend its product offerings.
- Market Extension Mergers. This involves 2 Companies with the same or similar products operating in different markets. The purpose of this type of merger is to expand into new markets.
- Horizontal Mergers - This type of merger involves 2 competitors within the same industry. The companies combine in an attempt to expand their market share.
- Vertical Mergers - This involves 2 companies, one of which is a supplies of parts and services to the other. Combining the company operations allows for certainty in the supply chain and cost reductions in producing the final value proposition.
Companies seeking a hostile takeover of another company must file form S-4 to provide public notice. Investors use this information to exploit M&A gains. Investors realize that company stock prices generally trade at a premium during a merger or takeover.
Academic Research on Form S-4
- The relative informativeness of accounting disclosures in different countries, Alford, A., Jones, J., Leftwich, R., & Zmijewski, M. (1993). Journal of accounting research, 183-223.
- Financialization directing strategy, Andersson, T., Haslam, C., Lee, E., & Tsitsianis, N. (2008, December). InAccounting Forum(Vol. 32, No. 4, pp. 261-275). Elsevier. This paper constructs an account of how financialization is directing strategy in the S&P 500 now that senior managers are required to both deliver value creation and respond to value absorption in an era of shareholder value.
- Are Securities Regulators Prepared for a Truly Transnational Exchange, Saylor, S. M. (2007). Brook. J. Int'l L.,33, 685.
- Lock-Up Creep, Davidoff, S. M., & Sautter, C. M. (2012). Lock-Up Creep.J. Corp. L.,38, 681. This paper explores the concept of the term "lock-up creep". Not only have new lock-ups arisen, but the terms of these lock-ups have become ever-more negotiated, intricate and varied. This article analyzes the causes of lock-up creep and assesses lock-up creeps effect on the takeover market.
- Choice of law: an empirical analysis, Sanga, S. (2014). Journal of Empirical Legal Studies,11(4), 894-928. In this study, the author proposes a new measure to study the law and economics of choice of law: relative use of law. Emphasis is placed on Delaware and New York.
- The SEC comment letter process and firm disclosure, Bozanic, Z., Dietrich, J. R., & Johnson, B. (2015). Working paper, The Ohio State University. This paper explores the reasonn for the periodic SEC reviews of public firms filings for regulatory compliance. In this paper, the authors examine the nature, extent, and impact of modifications to firms disclosures requested by an SEC comment letter.
- Governance mechanisms as moderators of agency costs in a pre-SOX environment, Miller, S. E. (2009). Journal of Business & Economics Research,7(10), 15-32. Drawing upon the long established stream of agency theory literature, this research investigates the effect of corporate governance mechanisms on agency costs before the passage of the Sarbanes-Oxley Act of 2002, thus questioning the rationale and assumptions made in this legislation.
- Accounting for mergers and reverse mergers: An instructional assignment using SECForm10-K andS-4disclosures, Schoderbek, M. (2011). Journal of Accounting Education,29(2-3), 122-141. This instructional assignment explores two real-world business combinations, focusing on contextual factors surrounding the merger as well as accounting recognition by the legal acquirer.
- Does XBRL adoption constrain managerial opportunism in financial reporting? Evidence from mandated US filers, Kim, J. B., Kim, J. W., & Lim, J. H. (2013). In this study, the authors examine whether XBRL disclosure reduces the magnitude of accounting accruals for firms during SEC mandated years. Using mandated XBRL filers, comparisons is carried out on the magnitude of absolute discretionary accruals in the XBRL-adoption quarters with that in the non-XBRL-adoption quarters. This comparison shows that absolute discretionary accruals decreases significantly from the pre-XBRL-adoption period to the post-XBRL-adoption adoption period. This finding is in line with the view that the XBRL adoption constraints managerial opportunism in financial reporting in general and opportunistic accrual management in particular. Further analysis and results are discussed.
- The effects of XBRL disclosures on information environment in the market: Early evidence, Kim, J. W., Kim, J. H., & No, W. G. (2011, March). InAAA Annual Meeting.
- The ConEd DecisionOne Year Later: Significant Implications for Public Company Mergers Appear Largely Ignored...., Miller, K., Lampert, S. R., Shiftan, A., & Nathan, C. (2006).
- The Application of US Securities Laws to Overseas Business Transactions, Bohrer, S. D. (2005). The Application of US Securities Laws to Overseas Business Transactions.Stan. JL Bus. & Fin.,11, 126.