US Securities and Exchange

Question 1

Foreign private issuer is any foreign issuer other than a foreign government, except an issuer that meets the following conditiosn

Answer 1

More than 50% of outstanding votign securities are directly or indirectly owned by US residents
Business issuer is administered principally in US
More than 50% of the assets of the issuer are located in the US
Majority of its executives officers or directors are US Residents.

Question 2

The Division of Corporate Finance of the SEC oversees

Answer 2

The Compliance with the securities acts and examines all filings made by publicly held companies.

Question 3

The main pronouncements published by the SEC are

Answer 3

the Financial Reporting Releases (FRR) and the Staff Accounting Bulletins (SAB)

Question 4

The Division of Enforcement

Answer 4

Investigates Violations and Makes recommendations for punishments

Question 5

The Division of Trading and Markets

Answer 5

Oversees the secondary markets and exchanges, brokers and dealers

Question 6

The Division of Investment Management

Answer 6

Oversees investment advisers and investment companies

Question 7

Laws Administered by the SEC

Answer 7

The Securities Act of 1933 and 1934
The Public Utility Holding Company Act of 1935
Trust Indenture Act of 1939
Investment Company Act of 1940
Investment Advisers Act of 1940
Securities Investor Protection Act of 1970
Sarbanes Oxley Act of 2002

Question 8

Financial Reporting Releases

Answer 8

Formal Pronouncements Highest ranking authoritative source for public companies

Question 9

Staff Accounting Bulletins

Answer 9

SEC current position on technical issues

Question 10

Accounting and Auditing Enforcement Releases

Answer 10

Reports enforcement actions

Question 11

What is Form S-1

Answer 11

Basic registration form for new securities. Part 1 is the prospectus and provides information about the company. Part 2 provides information about the cost of the issuance, information about directors and officers and additional financial schedules.

Question 12

Financial Statment IPO required to be presented

Answer 12

2 years of balance sheets

3 Years of income statements, statements of cash flows and statements of shareholders’ equity

Question 13

IPO Process

Answer 13

Issuer,
Under Writer
Dealer
Public

Question 14

Form 10-K

Answer 14

Annual Filing
Includes: 2 years balance sheets 3 years: income statement, statement of cash flow, and statement of shareholders equity.
Significant Disclosures:
Management Discussion and Analysis, Reports on Controls, Management Certifications

Question 15

Form 10-Q

Answer 15

Quarterly Filing

Question 16

Form 8-K

Answer 16

Reports Significant Events

Question 17

Regulation S-X

Answer 17

Provides detailed guidance on the reporting requirements

Question 18

What is an Accelerated Filer

Answer 18

Has an aggregate worldwide market value of the voting and nonvoting common stock held by nonaffiliates of $75 million or more on the last business day of the issuers most recent completed second fiscal quarter.
Normal $75-700 million
Large $700 million or more

Question 19

Deadline for 10-K filing for Large Accelerated filers

Answer 19

60 days from fiscal year end for Large Accelerated filers

Norma Accelerated filers have 75 days