1 / 6

Laws behind company filings: The Securities Act of 1933

Laws behind company filings: The Securities Act of 1933 Covers information released mainly for primary market transactions The Securities Exchange Act of 1934 Covers information released mainly for secondary market transactions Regulation Fair Disclosure ( Reg FD)

Download Presentation

Laws behind company filings: The Securities Act of 1933

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript


  1. Laws behind company filings: • The Securities Act of 1933 • Covers information released mainly for primary market transactions • The Securities Exchange Act of 1934 • Covers information released mainly for secondary market transactions • Regulation Fair Disclosure (Reg FD) • Mandates that information be released to all investors at the same time in a timely fashion

  2. SEC Forms • 10-K, 10-K/A • The annual report, different from the annual report to shareholders. The 10-K usually contains more information than the annual report to shareholders • Most comprehensive source of information about a company’s operations • Contains audited financial statements • Some companies include governance, ownership and compensation information in the 10-K • Accelerated filers file 60-75 days after the fiscal year end; 90 days for non-accelerated filer

  3. 10-Q, 10-Q/A • Quarterly report • Provides an on-going description of a company’s financial condition • Financial statements are unaudited • Filed for 3 fiscal quarters. There is no 10-Q for the 4th quarter, which is included in the 10-K or can be calculated given the first 3 quarters and full year numbers • Accelerated filers file 40 days after the quarter end; 45 days for non-accelerated filer

  4. DEF 14-A, DEFA 14-A • Proxy materials (proxy statements are letters given to shareholders before a shareholders’ meeting) • Contains governance, ownership and compensation information • Contains information on items that shareholders are expected to vote on such as • Election of directors • Changes in corporate bylaws • Executive and director compensation • DEFM, DEFC

  5. 8-K, 8-K/A • The current report • Contains material information that the company has to inform the public about, including meeting Reg FD requirements • The information that needs to be 8-K’d include: http://www.sec.gov/answers/form8k.htm

  6. S-1, S-4 • Contains information that the public needs to know about new securities (e.g., stocks, bonds) about to be issued

More Related