Law Blog Tag: form 10-q

SEC Small Business Advisory Committee Public Company Disclosure Recommendations

SEC Proposed Pay Versus Performance

CEO and CFO Certifications for Forms 10-Q and 10-K

An Overview of MD&A

June 10, 2014 in Form 10, Form 10-K, Form 10-Q, MD&A

Public Company SEC Reporting Requirements

Section 3(a)(9) Exchanges Evaluated

December 11, 2009 in Reverse Mergers, SEC Guidance

Section 3(a)(9) of the Securities Act of 1933, provides an exemption from the registration requirements for “[E]xcept with respect to a security exchanged in a case under title 11 of the United States Code, any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.” Generally, in an exchange offer, the issuer offers to exchange new debt or equity securities for its outstanding debt or equity securities.

Transparency in the Financial Markets and the Materiality Standards

November 27, 2009 in SEC Guidance, Securities Attorneys

The disclosure requirements at the heart of the federal securities laws involve a delicate and complex balancing act. Too little information provides an inadequate basis for investment decisions; too much can muddle and diffuse disclosure and thereby lessen its usefulness. The legal concept of materiality provides the dividing line between what information companies must disclose, and must disclose correctly, and everything else. Materiality, however, is a highly judgmental standard, often colored by a variety of factual presumptions.

SEC Rule 144: Current Public Information and Reporting Requirements

November 04, 2009 in Rule 144

The current public information requirement is measured at the time of each sale of securities. That is, the Issuer, whether reporting or non-reporting, must satisfy the current public information requirements as set forth in Rule 144(c) at the time that each resale of securities is made in reliance on Rule 144. Most attorney opinion letters and Forms 144 cover a three month period and many Sellers sell securities over that three month period. However, the Seller (or person selling on behalf of Seller such as the broker dealer) is required to make a determination that current public information is available at the time of each sale.