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Category: Form 10-K

SEC Adopts Rules to Amend Regulation S-K

On March 20, 2019 the SEC adopted amendments to Regulation S-K as required by the Fixing America’s Surface Transportation Act (“FAST Act”).  The proposed amendments were first published on October 11, 2017 . A majority of the amendments were adopted as proposed. As part of the SEC’s ongoing Disclosure Effectiveness Initiative, the amendments are designed to modernize and simplify… Continue reading “SEC Adopts Rules to Amend Regulation S-K”

S-3 Eligibility

The ability to use an S-3 registration statement is significant for exchange traded companies.  An S-3 allows forward incorporation by reference and can be used for a shelf registration among other benefits.  S-3 eligibility is comprised of both registrant or company requirements and transaction requirements.  In this blog I will discuss the general company and transaction requirements… Continue reading “S-3 Eligibility”

SEC Solicits Comment On Earnings Releases And Quarterly Reports

On December 18, 2018, the SEC published a request for comment soliciting input on the nature, content, and timing of earnings releases and quarterly reports made by reporting companies. The comment period remains open for 90 days from publication. The request is not surprising as earnings releases and quarterly reports were included in the pre-rule stage in… Continue reading “SEC Solicits Comment On Earnings Releases And Quarterly Reports”

SEC Proposes Rules To Modernize And Simplify Disclosures

On October 11, 2017, as part of the ongoing SEC Disclosure Effectiveness Initiative, the SEC published proposed rule amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The proposed rule amendments implement a mandate under the Fixing America’s Surface Transportation Act (“FAST Act”). The FAST Act, passed in December 2015,… Continue reading “SEC Proposes Rules To Modernize And Simplify Disclosures”

OTC Markets Petitions The SEC To Expand Regulation A To Include SEC Reporting Companies

On June 6, OTC Markets filed a petition for rulemaking with the SEC requesting that the SEC amend Regulation A to expand the eligibility criteria to include all small issuers, including those that are subject to the Securities Exchange Act of 1934 (“Exchange Act”) reporting requirements and to allow “at-the-market offerings.” Background On March 25, 2015, the… Continue reading “OTC Markets Petitions The SEC To Expand Regulation A To Include SEC Reporting Companies”

Filing Deadlines for Exchange Act Quarterly and Annual Reports

Companies subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to file quarterly reports on Form 10-Q and annual reports on Form 10-K.  In additional articles, I will discuss in depth the contents and specific disclosure requirements of both forms.  However, in summary, the quarterly… Continue reading “Filing Deadlines for Exchange Act Quarterly and Annual Reports”