FSA

Question 1

Securities Exchange Act 1934

Answer 1

Created the SEC

Question 2

Sarbanes-Oxley Act 2002

Answer 2

Created Public Company Accounting Oversight Board, which oversees Auditors. Addresses: (1) auditor independence (2) strengthens corporate responsibility for financial reports (reports need senior sign offs) (3) requires management to report on the effectiveness of the company’s internal control over financial reporting

Question 3

Securities Offerings Registration Statement

Answer 3

Filed when offering securities, giving details on the offering

Question 4

Form 10-K (US), 20-F (Non-US) and 40-F (Canadian)

Answer 4

SEC requires these to be filed annually, giving info on the business including financial statements. (Remember ‘F’ for foreign)

Question 5

Annual Report

Answer 5

Not required by SEC but in addition to 10-K. More of a marketing document with overlap of other required forms

Question 6

Proxy Statement/Form DEF-14A

Answer 6

Use to file proxy statement info with the SEC

Question 7

Forms 10-Q (US) and 6-K (Non-US)

Answer 7

Forms for interim periods (‘Q’ for quarterly) containing certain financial information, including unaudited financial statements

Question 8

Form 8-K

Answer 8

Situational report announcing major events. e.g Acquisitions, disposals, management changes in corporate governance

Question 9

Form 144

Answer 9

Situational report for the proposed sale of restricted securities (securities acquired in unregistered private sales from the issuing company)

Question 10

Forms 3,4 and 5

Answer 10

Reports the beneficial ownership of securities of those holding more than 10% of share capital. Form 3 is the initial statement, Form 4 reports changes, and Form 5 is the annual report.

Question 11

Form 11-K

Answer 11

Annual report of employee stock purchase, savings, and similar plans.