Form 10-K Form 10-K Topic Page Outlines Form 10-K with links to relevant topic pages Topic pages in turn gather relevant information Aggregate SEC rules, releases and FAQs Links to recent precedent SEC filings New for 2005 Securities Offering Reform changes While most relevant to securities offerings by WKSIs, Securities Offering [more...]
Topic Page Index Form 10-K Form 10-K Topic Page Outlines Form 10-K with links to relevant topic pages Which aggregate SEC rules, releases and FAQs Form 10-K Precedents Collects recent precedent filings Proxy Statements Schedule 14A Topic Page Outlines Schedule 14A with links to relevant topic pages Which aggregate SEC rules, releases and FAQs Annual [more...]
Summary : "Catch-all" SEC rules Require disclosure of information beyond what's expressly required by other SEC rules if necessary to make required statements, in the light of the circumstances under which they are made, not misleading Often invoked in SEC enforcement proceedings Rule 12b-20 : Exchange Act rule Rule 408 : Securities Act [more...]
Summary Covers selected corporate issues with troubled companies, including SEC disclosure issues Director fiduciary issues Modified SEC Reporting - Bankrupt Companies Staff Legal Bulletin #2 Summary Background I No-action requests for modified Exchange Act reporting II Disclosure of financial condition II.A Trading in issuer's securities II.B [more...]
Summary Requires filing of a disclosure statement when more than 5% of a class of equity securities is acquired Applies to Exchange Act-registered equity securities Acquired by any person or group acting in concert Must be filed [more...]
Summary CEO and CFO are required to certify periodic reports Per Sarbanes - Oxley Act 302 and 906 and related SEC rules CEO must also certify compliance with NYSE and Nasdaq listing standards [more...]
Summary Corporate policies and compensation arrangements that provide for recoupment or " clawback " of executive pay as consequence of certain behavior or circumstances e.g., recovery of bonus payments, stock option gains and other performance-based compensation, and profits from sale of issuer securities e.g., termination [more...]
Overview Investor group (coalition of state pension funds, environmental groups, and others) has requested SEC interpretive release to clarify that material climate-related information must be included in corporate disclosures under existing law Petition for Interpretive [more...]
Summary Covers rules requiring disclosure of personal use of corporate aircraft by named executive officers and directors as perquisite Per S-K 402(c), value of perquisites and other personal benefits must be disclosed in All Other Compensation column of Summary Compensation Table Unless aggregate amount is less than $10,000 Each perquisite must [more...]
Summary SEC aims to improve transparency of financials Through disclosure of judgments and estimates used to prepare financial statements Recognizes inherent uncertainty and subjectivity in many GAAP determinations SEC issued cautionary advice 2001 Proposed to amend S-K 303 MD&A requirements 2002 SEC summaries Fortune 500 review 2001 Interpretive [more...]
Shareholder Litigation Eastman Kodak Alleged that Kodak's financial guidance for 2Q 2003 was false and misleading given undisclosed problems Earnings guidance included in earnings release 4.23.03 "Kodak currently expects full-year earnings to come in at the low end of the non-GAAP range of $2.35 to $2.95 per share provided by the company in [more...]
Summary Covers disclosure issues related to stock option and other equity-based compensation plans S-K Item 201(d) Rule Equity compensation plan disclosure Tabular disclosures required in annual report or proxy statement Showing number and weighted-average exercise price of outstanding options Number [more...]
Developments - SEC Approves Proposal SEC adopts its January 2006 proposal Will require a CD&A section that is filed Will require a Compensation Committee Report that is furnished Comp committee to review and pass on CD&A Performance graph will be retained, but moved Revised summary compensation table "Investors will now [more...]
SEC "Observations" on its 2007 Comment Letters Advantage SM Overview SEC staff has published its observations on review of executive compensation disclosure "a report discussing the principal themes that emerged from its initial review of the disclosure of 350 public companies for compliance with the Commissions new [more...]
Summary Addresses requirement that financial statements and related disclosure fairly present a company's financial condition and results of operations Fairly presents is often used in standard contractual representations and warranties, typically with specific reference to GAAP Fairly presents is now used in the CEO / CFO certifications that were [more...]
Developments SEC eliminates Form S-2 and Form F-2 Part of SEC's Securities Offering Reform (2005) Final release 33-8591 (2005) Forms became outdated given EDGAR and other technological developments Form S-2 Eliminated effective 12.01.05 Form F-2 Eliminated effective 12.01.05 Related Topics SEC Forms [more...]
Lawyer Links Hyperlinked Version SEC Website PDF General Instructions A - Use of Form 10 Form 10-D B - SEC general rules Form 10-D C - Preparation of report Form 10-D D - Incorporation by reference Form 10-D E - Signature and filing Form 10-D [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Preliminaries Check Boxes - Blanks "Not required to file": Voluntary issuer Compliant filer Delinquent §16(a) insider trading reports Issuer's revenues Public float Post-bankruptcy reports Outstanding shares Documents incorporated by [more...]
Recent Filings Recent 10-K Filings Caterpillar 2.22.06 12.31 FYE Consolidated Edison 2.22.06 12.31 FYE Weyerhaeuser 2.22.06 12.25 FYE Guidant 2.22.06 12.31 FYE Comcast 2.22.06 12.31 FYE Marriott International 2.22.06 12.30 FYE Abbott Laboratories 2.22.06 12.31 FYE 3M 2.21.06 12.31 FYE Xerox 2.21.06 12.31 FYE Alcoa 2.17.06 12.31 FYE Dow Chemical [more...]
Lawyer Links Hyperlinked 10-K SEC Website PDF New for 2005 - 2006 Securities Offering Reform changes While most relevant to securities offerings by WKSIs, Securities Offering Reform made changes to periodic reporting 10-K disclosure of Risk factors Well-known seasoned issuer [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Preliminaries Check Boxes - Blanks Compliant filer Post-bankruptcy reports Shell company Outstanding shares Transitional disclosure format General Instructions A - Use of Form 10-QSB Form 10-QSB When due B - [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Preliminaries Check Boxes Well-known seasoned issuer - Rule 405 "Not required to file": i.e. Voluntary filer Compliant filer Late filings Accelerated filer Public float Shell company [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary General form for Exchange Act registration Per Exchange Act 12 (b) or (g) [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary Annual reports for employee stock purchase, savings and similar plans General Instructions A - Use of Form 11-K Form 11-K B - SEC general rules Form 11-K C - Preparation Form 11-K D - Incorporation of [more...]
SEC Rules / Forms Rule 12b-25 Form 12b-25 Developments Many issuers filed Form 12b-25 to extend filing deadline Issues over backdated options Issues over internal controls Other compliance issues Heightened post-SOX Act concerns with accuracy Notification of Late Filing [more...]
Lawyer Links Hyperlinked Version Direct links to this hyperlinked version are included below on this page SEC Website PDF Summary Specialized SEC form for foreign private issuers (FPIs) Can be used a Securities Act registration statement Can be used an Exchange Act annual report See Foreign [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary Short form for Exchange Act registration Per Exchange Act §§ 12 (b) or (g) General Instructions A - Use of Form 8-A Eligibility Form 8-A B - SEC general rules Form 8-A C - Preparation Form 8-A [more...]
Select Precedent Filings 2006 USG Corp Form 8-K 6.21.06 Chapter 11 plan confirmed Press release Exhibits Integrated Electrical Services Form 8-K 2.15.06 Press release Exhibits Form 8-K 5.01.06 Press release Exhibits UAL Corp Form 8-K 1.23.06 Chapter 11 plan confirmed Exhibits 2005 Calpine Form 8-K 12.23.05 Chapter 11 filing Exhibits Mirant Form [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Statutes / Rules Exchange Act Section 13 / 15(d) Current reports on Form 8-K Rule 13a-11 Rule 15d-11 Developments Use of Form 8-K by shell companies 2005 Final release 33-8587 7.15.05 Introduction Changes to Form 8-K [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary For Securities Act registration of securities of all issuers for which no other form is authorized or prescribed Except for securities of foreign governments or political subdivisions thereof Recent changes: Amended by [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary Short-form registration statement may be used if: Issuer meets S-3's registrant requirements Securities meet S-3's transaction requirements See Eligibility Recent changes: Amended by Securities Offering Reform 2005 Amended by [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary M&A-related Securities Act registration form Eligibility Recent changes: Unchanged by Securities Offering Reform 2005 except for elimination of references to Forms S-2 / F-2 Preliminaries Check Boxes [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Preliminaries Check Boxes Shelf registration - Rule 415 Additional securities - Rule 462(b) Post-effective amendment - Rule 462(c) Post-effective amendment - Rule 462(d) Filing fees Filing fees General Instructions A - Use of [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary For Securities Act registration of securities of all issuers for which no other form is authorized or prescribed Except for securities of foreign governments or political subdivisions thereof Recent changes: Amended by Securities [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary Short-form registration statement may be used if: Issuer meets S-3's registrant requirements Securities meet S-3's transaction requirements See Eligibility Recent changes: Amended by Securities Offering Reform 2005 Amended by ABS [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary M&A-related Securities Act registration form Eligibility Recent changes: Unchanged by Securities Offering Reform (2005) except for elimination of references to Forms S-2/ F-2 Preliminaries Check Boxes Holding [more...]
Lawyer Links Hyperlinked Version Direct links to this hyperlinked version are included below on this page SEC Website PDF Summary Form S-8 provides an abbreviated disclosure format For registration of securities issued pursuant to employee benefit plans For offerings made primarily for [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary For Securities Act registration of securities by small business issuers Preliminaries Check Boxes Additional securities - Rule 462(b) Post-effective amendment - Rule 462(c) Post-effective amendment - Rule 462(d) [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary For Securities Act registration of securities by small business issuers Preliminaries Check Boxes Additional securities - Rule 462(b) Post-effective amendment - Rule 462(c) Post-effective amendment - Rule 462(d) [more...]
Securities Act §27A / Exchange Act §21E General Securities Act § 27A Exchange Act § 21E Added by Private Securities Litigation Reform Act of 1995 Nearly identical language in both statutes Applicability Securities Act § 27A(a) Exchange Act § 21E(a) Exclusions Securities Act § 27A(b) Exchange Act § [more...]
Defining "Materiality " TSC Industries v Northway (US 1976) "An omitted fact is material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote" At p.449 Basic v Levinson (US 1988) Developments Advisory Committee on Improvements to Financial [more...]
Summary Covers SEC rules on use of non-GAAP financial measures Adopted per SOX Act § 401(b) Following prior SEC warnings and enforcement actions Final release commentary Requires enhanced disclosure when any public disclosure is made of "material information that includes a non-GAAP financial measure Regulation G applies to any public [more...]
S-K 303(a)(4) and 303(a)(5) Summary SEC rules on disclosure of off-balance sheet arrangements and contractual obligations : Adopted per SOX Act § 401(a) Added to SEC's S-K 303 MD&A required disclosures Requires a separately captioned subsection of MD&A about off-balance sheet arrangements S-K Item 303(a)(4) Requires a tabular [more...]
Summary Covers rules requiring disclosure of perquisites and other personal benefits received by named executive officers and directors Per S-K 402(c), value must be disclosed in All Other Compensation column of Summary Compensation Table Unless aggregate amount is less than $10,000 Each perquisite must be itemized in footnote [more...]
Summary Addresses SEC requirements for use of Plain English in specified filings SEC Commissioner speech 11.04.05 SEC Chairman speech 10.12.07 Plain English requires Clear, concise paragraphs and sentences Using the active voice Avoiding multiple negatives Using headings and subheadings Avoiding legalistic or overly complex [more...]
Summary Fair Disclosure prohibits selective disclosure of material non-public information by issuers Final release summary Comments received Need for regulation Concern with "chilling effect" on issuer communications Revisions to proposal Generally requires simultaneous public disclosure whenever material [more...]
Summary SEC summary Statutes Limited Partnership Rollup Reform Act of 1993 Added Exchange Act §14(h) Regulation S-K Disclosure Items S-K 901 Definitions Text of rule General partner Partnership Roll-up transaction Sponsor Successor S-K 902 Individual partnership supplements Text of rule S-K 903 Summary Text of rule S-K [more...]
Creeping Tender Offers Midway Games - Sumner Redstone Schedule 13D amended over 80 times As Sumner Redstone increased his holdings to 88% through open market purchases over seven years Presumably not a tender offer Amendment #86 (10.07.05) Schedule 13D (4.16.98) Item 4: Purpose No intent to control Example - Investment only The purpose [more...]
Summary Covers requirements for signatures under SEC rules SEC FAQs Telephone Manual (1997) Newly appointed CFO Limited partnership Related Topics SEC Forms CEO - CFO Certifications
Overview SEC has made disclosures about companies with business ties to state sponsors of terrorism into hot button issue State sponsors are countries designated as such by the US Department of State State Department's list Currently includes Cuba Iran North Korea Sudan Syria Iraq, Yemen and Libya have been removed from the list Iraq was [more...]