(a) Financial statements should be filed in such form and order, and should use such generally accepted terminology, as will best indicate their significance and character in the light of the provisions applicable thereto. The information required with respect to any statement shall be furnished as a minimum requirement to which shall be added such further material information as is necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
(1) Financial statements filed with the Commission which are not prepared in accordance with generally accepted accounting principles will be presumed to be misleading or inaccurate, despite footnote or other disclosures, unless the Commission has otherwise provided. This article and other articles of Regulation S-X provide clarification of certain disclosures which must be included in any event, in financial statements filed with the Commission.
(2) In all filings of foreign private issuers (see § 230.405 of this chapter), except as stated otherwise in the applicable form, the financial statements may be prepared according to a comprehensive set of accounting principles, other than those generally accepted in the United States or International Financial Reporting Standards as issued by the International Accounting Standards Board, if a reconciliation to U.S. Generally Accepted Accounting Principles and the provisions of Regulation S-X of the type specified in Item 18 of Form 20-F (§ 249.220f of this chapter) is also filed as part of the financial statements. Alternatively, the financial statements may be prepared according to U.S. Generally Accepted Accounting Principles or International Financial Reporting Standards as issued by the International Accounting Standards Board.
(b) All money amounts required to be shown in financial statements may be expressed in whole dollars or multiples thereof, as appropriate: Provided, That, when stated in other than whole dollars, an indication to that effect is inserted immediately beneath the caption of the statement or schedule, at the top of the money columns, or at an appropriate point in narrative material.
(c) Negative amounts (red figures) shall be shown in a manner which clearly distinguishes the negative attribute. When determining methods of display, consideration should be given to the limitations of reproduction and microfilming processes.
[45 FR 63669, Sept. 25, 1980, as amended at 47 FR 54767, Dec. 6, 1982; 70 FR 20719, Apr. 21, 2005; 73 FR 953, Jan. 4, 2008; 73 FR 1009, Jan. 4, 2008; 76 FR 50119, Aug. 12, 2011; 83 FR 50200, Oct. 4, 2018]
Notes of Decisions
Slater v. AG Edwards & Sons, Inc., 719 F.3d 1190 (10th Cir. 2013).
· cites it 2× “17 C.F.R. § 210.4-01 (a)(l). “Financial statements filed with the Commission which are not prepared in accordance with generally accepted accounting principles will be presumed to be misleading or inaccurate.”
In re Thornburg Mortg., Inc. Sec. Litig., 824 F. Supp. 2d 1214 (D.N.M. 2011).
· cites it 6× “303 , and Regulation S-X, 17 C.F.R. § 210.4-01 , on the Defendants’ liability for material omissions from the offering documents; (ii) the Court’s implicit finding that TMI was not liable for Goldstone’s misrepresentations in June 2007 and July 2007, insofar as that finding…”
In Re Bear Stearns Companies, Inc. Sec., Derivative, & Erisa Litig., 763 F. Supp. 2d 423 (S.D.N.Y. 2011).
· cites it 2× “) a) GAAP Overview SEC Regulation S-X, 17 C.F.R. § 210.4-01 (a)(l), provides that financial statements filed with the SEC that are not presented in conformity with GAAP will be presumed to be misleading, despite footnotes or other disclosures.”
Sec. & Exch. Comm'n v. Life Partners Holdings, Inc., 854 F.3d 765 (5th Cir. 2017).
“2012) (Forms 10-Q and 10-K require financial statements "prepared in accordance with GAAP”); see also 17 C.F.R. § 210.4-01 (a)(l) (GAAP noncompliant financial statements filed with the SEC are presumptively misleading unless the SEC provides otherwise).”
Mesko v. Cabletron Sys., Inc., 311 F.3d 11 (1st Cir. 2002).
“” 17 C.F.R. § 210.4-01 (a)(l). As a result, Mesko says, Cabletron’s SEC filings during the class period were unlawfully false and misleading.”
Goldstein v. MCI Worldcom, 340 F.3d 238 (5th Cir. 2003).
“” Regulation S-X ( 17 C.F.R. § 210.4-01 (a)(1)), cited in the plaintiffs’ complaint, states that financial statements that are not prepared in conformity with GAAP are presumed to be misleading and inaccurate.”
United States v. Bernard J. Ebbers, 458 F.3d 110 (2d Cir. 2006).
“”); 17 C.F.R. § 210.4-01 (a)(l) (“Financial statements filed with the [SEC] which are not prepared in accordance with generally accepted accounting principles will be presumed to be misleading or inaccurate.”
Friedman v. Rayovac Corp., 295 F. Supp. 2d 957 (W.D. Wis. 2003).
· cites it 2× “First, they argue that plaintiffs have failed to plead sufficient facts showing, for example, that defendants knew that Kmart’s financial difficulties were so serious that defendants violated GAAP by failing to increase Rayovac’s reserves for uncollected receivables.”
Zaluski v. United Am. Healthcare Corp., 527 F.3d 564 (6th Cir. 2008).
“¶ 47 (citing 17 C.F.R. § 210.4-01 (a)(1)). Plaintiffs additionally allege violations of GAAP’s Financial Accounting Standards (“FASB’s”) Nos.”
Dronsejko v. Thornton, 632 F.3d 658 (10th Cir. 2011).
“2000) (explaining how GAAP are established); 17 C.F.R. § 210.4-01 (a)(1) (incorporating GAAP into SEC disclosure requirements).”
In Re Campbell Soup Co. Sec. Litig., 145 F. Supp. 2d 574 (D.N.J. 2001).
“As discussed above, Plaintiffs allege that Defendants engaged in a variety of improper accounting practices in an effort both to report revenue earlier than appropriate and to mask the improper sales and shipping practices they adopted to maintain their sales growth. First,…”
— 17 C.F.R. § 210.4-01(a) — 1 case
— 17 C.F.R. § 210.4-01(a)(1) — 1 case
— 17 C.F.R. § 210.4-01(a)(l) — 2 cases
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