Flashcards in SEC Deck (24):
Define "Financial Reporting Releases (FRR)"
Formal pronouncements that rank the highest in authority for public companies.
What is the mission of the SEC?
To protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.
In order to carry out the mandates in the Securities Act of 1933:
The SEC is ensuring that investors are provided with adequate information on which to base investment decisions.
Which SEC division is responsible for overseeing compliance with the securities acts?
Division of Corporate Finance.
A foreign private issuer is any foreign issuer other than a foreign government, except an issuer that meets the following conditions:
A. More than 50% of the outstanding voting securities are directly or indirectly owned by residents of the US and
B. Any of the following:
1. The business of the issuer is administered principally in the US
2. More than 50% of the assets of the issuer are located in the US
3. The majority of its executive officers or directors are US citizens or residents.
Rule 205, Securities Act 1933
Since 2008, the SEC has permitted foreign private issuers to file their financial statements using:
IFRS as issued by the IASB.
What does registration with the SEC require?
Extensive disclosures about the company, management, and the intended use of the proceeds from the issue.
How many days after the fiscal year end of a large accelerated filer does a 10-K need to be filed?
Sixty days for large accelerated filers. 75 days for accelerated filers.
What law prohibits the bribing of foreign officials?
The foreign Corrupt Practices Act of 1977
Where are the SEC formal rules found?
The code of Federal Regulations.
Does the SOX Act allow auditors to complete non-audit services for clients?
What information does the 8-K provide?
Significant events affecting the company.
How many years of balance sheet data are required by the SEC?
Two years are required.
What are the steps in the offering process?
Issuer, underwriter, dealer, public.
Within how many days after the end of the quarter does a company need to file the 10-Q?
Forty days for large accelerated filers and accelerated filers; forty five days for non accelerated filers.
How many years of selected financial data are required by the SEC?
Five years are required.
How many years of cash flow data are required by the SEC?
What does the Securities Act of 1934 do?
Regulates the trading of securities after they are issued and requires periodic reporting.
What balance sheet period is required to be presented on Form 10-Q?
The balance sheet for the end of the preceding fiscal year would have been the last audited balance sheet. This balance sheet is presented along with the current fiscal quarter.
Which regulation governs the form and content of financial statement disclosures?
Regulation S-X governs the form and content of financial statements and financial statement disclosures.
What does regulation S-K require to be included in the Managements Discussion and Analysis that is part of the 10-K?
The SEC requires that the MD&A provide a "discussion and analysis" on operating results, liquidity, and capital resources, trends, and risks and uncertainties.
Large accelerated filer
a company with worldwide market value of outstanding voting and nonvoting common equity held by nonaffiliated of $700 million or more.
a company with worldwide market value of outstanding voting and nonvoting common equity held by nonaffiliated that is $75 million or more but less than $700 million.