Sec Reg Disclosure

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  1. Section 12(a) of 1934 Act
    can't trade over national exchange unless registration effective
  2. Section 15(d) of 1934 Act
    requires companies registering securities for sale in a public offering to comply with periodic disclosure requirements

    • exempted from tender offer and proxy solicitation requirements
    • Insiders not subject to reporting of stock trades and short swing rules
  3. Section 12(g)(1)(b) of the 1934 Act
    all issuers must register if more than a minimum level of assets and minimum number of security holders

    • Rule 12g-1
    • 10 million dollars in assets and 500 shareholders
    • measured on last day of issuer's fiscal year
  4. Escaping Public Company Status
    • Rule 12g-4
    • can terminate if less than 300 record owners or less than asset requirements for last 3 years

    • Section 15-d avoidance
    • less than 300 security owners on beginning of fiscal year
  5. Form 8-k
    • Must be disclosed within 4 days of event
    • 1 Changes to material contracts outside normal course of business; filing bankruptcy
    • 2 Completion of acquisition or disposal of at least 10% of assets; off balance sheet arrangements; severance packages; material impairment to assets such as goodwill
    • 3 Unregistered sale of equity; delisting; material modification to holders rights
    • 4 Changes in outside auditor and reasons for change; notice that previous financial statements should not be relied on
    • 5 Corporate Governance & management: change in control; change of directors or principal officers; changes in fiscal year; amendment or waiver of code of ethics
    • 7 Any disclosure required to comply with Reg FD
    • 8 Anything the issuer wants to disclose
    • 9 FInancial Statements for businesses acquired by registrant
  6. Certification Requirement
    • 10Q and 10k must be certified by CEO and CFO
    • must review reportno material misstatements
    • fairly prsented
    • establish and maintain internal controls
    • disclose fraud to auditors
  7. Reg FD
    if public company source discloses material non-public info to covered person (B-D, investment advisors, investment companies or investor reaonably expected to trade on the info) then must disclose same info to rest of the market

    • Exceptions
    • journalists
    • duty of trust & confidence
    • agreement to maintian confidence
    • credit rating agencies

    • If itnentional, must disclose immediately
    • If unintentional, 24 hours or when NYSE starts up whicever is later

    SEC alone brings enfocrement
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Sec Reg Disclosure
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