FAR SEC 3 Flashcards
What is the Securities and Exchange Commission (SEC)?
The Securities and Exchange Commission (SEC) was created by the Securities Exchange Act of 1934 to regulate the trading of securities and otherwise to enforce securities legislation.
What is the Securities Exchange Act of 1934?
The Securities and Exchange Commission (SEC) was created by the Securities Exchange Act of 1934 to regulate the trading of securities and otherwise to enforce securities legislation.
What are the two basic purposes of the securities laws?
1) to prevent fraud and misrepresentation.
2) to require full and fair disclosure so investors can evaluate investments.
What are the two main requirements of the Securities Exchange Act of 1934?
1) PUBLIC COMPANIES REGISTER WITH SEC. Under the Securities Exchange Act of 1934, all regulated, publicly held companies must register with the SEC. Registration is required of all securities listed on a national exchange.
2) SEC FILERS FILE PERIODIC REPORTS TO SEC. Under the 1934 act, disclosures about subsequent trading of securities are made by filing periodic reports using the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system that are available to the public for review.
What is Regulation S-X?
Regulation S-X describes the form and content of, and requirements for, financial statements filed with the SEC. It applies to the reporting of interim and annual financial statements, including notes and schedules.
Which 4 items are included in Management’s Discussion and Analysis (MD&A)?
This information includes the entity’s outlook and significant effects of known trends, events, and uncertainties. It addresses such matters as (1) liquidity, (2) capital resources, (3) results of operations, and (4) the effect of changing prices.
What is MD&A?
Management’s discussion and analysis (MD&A) of financial condition and results of operations includes the entity’s outlook and significant effects of known trends, events, and uncertainties.
What are the main examples of items other than the complete set of financial statements that must be submitted to the SEC as per Regulation S-X? (6 elements)
1) Management’s discussion and analysis (MD&A) of financial condition and results of operations
2) Management and general data for each director and officer
3) Compensation of the five highest-paid directors and officers
4) Security holdings of directors, officers, and those owning 5% or more of the security
5) Matters submitted to shareholders for approval
6) Pending litigation, e.g., principal parties, allegations, and relief sought
What is the Securities Act of 1933?
-The Securities Act of 1933 was created and passed into law to protect investors after the stock market crash of 1929.
-The Securities Act of 1933 was designed to create transparency in the financial statements of corporations.
-The Securities Act also established laws against misrepresentation and fraudulent activities in the securities markets.
-The Securities Act is enforced by the Securities and Exchange Commission, created by the Exchange Act of 1934.
What is the difference between the Securities Act of 1933 and the Securities Exchange Act of 1934?
The Securities Act of 1933 created the foundational laws regulating the issuance of securities on exchanges, whereas the Securities Exchange Act of 1934 mainly served to create the SEC for the purpose of enforcing the Securities Act of 1933.
What is the form 10-k?
Form 10-K is the annual report to the SEC. It must be audited by an independent public accountant.
What are the annual financial statements included in the form 10-k? (2 elements)
1) Balance sheets for the 2 most recent fiscal year ends
2) Statements of income, cash flows, and changes in equity for the 3 most recent fiscal years
What is the 10-k filing deadline for large accelerated filers?
60 days of the last day of the fiscal year by large accelerated filers [companies with a public float (the market value of shares held by the public) of $700 million or more]
What is the 10-k filing deadline for accelerated filers?
75 days by accelerated filers (public float of $75 million to $700 million and annual revenues of $100 million or more)
What is the 10-K filing deadline for nonaccelerated filers?
90 days by nonaccelerated filers [(1) public float of less than $75 million or (2) public float of $75 million to $700 million and annual revenues of less than $100 million]
What are large accelerated filers?
Companies with a public float (the market value of shares held by the public) of $700 million or more.
What are nonaccelerated filers?
Nonaccelerated filers have either: (1) public float of less than $75 million or (2) public float of $75 million to $700 million and annual revenues of less than $100 million
What are accelerated filers?
Accelerated filers have a public float of $75 million to $700 million and annual revenues of $100 million or more.
What is the form 10-Q?
Form 10-Q is the quarterly report of operations and financial condition filed with the SEC. It must be reviewed by an independent public accountant. A review offers a lower level of assurance than an audit regarding financial condition and the results of operations.
What is the difference in rigor between the form 10-K and the form 10-Q?
The form 10-K requires a complete audit by an independent CPA, whereas the form 10-Q requires a review by an independent CPA. A review offers a lower level of assurance than an audit regarding financial condition and the results of operations.
Is form 10-Q required for the fourth quarter of the year?
No filing for the fourth quarter is required; Form 10-K is filed instead.
Do entities filing the form 10-K also have to file the form 10-Q?
Yes. An entity required to file Form 10-K also must file Form 10-Q for each of the first three quarters.
What is the 10-Q filing deadline for both large accelerated filers and accelerated filers?
It must be filed within 40 days of the last day of the fiscal quarter by large accelerated filers and accelerated filers.
What is the 10-Q filing deadline for nonaccelerated filers?
It must be filed within 45 days of the last day of the fiscal quarter by nonaccelerated filers.