Professional Documents
Culture Documents
Go to SEC.gov
Explore the information on the SEC’s website.
You should find all of this information
Division of Enforcement
Private Rulings
Informal Statements
Form S-1
Basic form for the registration of new issues
Consists of lists of required disclosures
Form S-3
Short form
Used by issuers meeting specific criteria
Form S-4
Used for securities issued in exchanges
Commonly used for business combinations
Cambridge Business Publishers, ©2016
Financial Data in Registration Statements
“Small” offerings
Limits on maximum dollar size and number of investors
allowed
Private placements
Securities issued to a single investor or small group of
investors who have access to the kind of information
otherwise disclosed during registration
Often institutional investors such as insurance companies and
pension funds
Certifications
Emphasize responsibility of top management for the
veracity of company’s financial reports
Required by SEC, and SOX Sections 302 and 404
Personal sworn statements by registrant’s CEO and CFO
1. Accuracy and completeness of financial statements
2. Effectiveness of internal controls/procedures on financial reporting
3. Deficiencies in and changes to internal controls, including corrective
actions
SOX, Section 302(a)(3) requires CEO and CFO to certify
annual/quarterly reports fairly present company results
of operation and financial condition
Cambridge Business Publishers, ©2016
Regulation S-X
Must provide
Summarized balance sheet and income statement information
for certain significant unconsolidated subsidiaries and equity
method investees
Reconciliation of reported income tax expense to income tax
expense based on the statutory federal tax rate
Aids in understanding reasons for the difference between statutory
rate and effective tax rate
Information on significant transactions with related parties
Encompasses provisions set forth in
ASC Topic 850
Statement on Auditing Standards No. 6
Cambridge Business Publishers, ©2016
Regulation S-X
Article 4, Notes to Financial Statements
continued
Balance sheets
At end of quarter, and
At end of prior fiscal year
Quarterly and year-to-date statements of income and
comprehensive income
For current quarter, and
Same quarter of prior year
Cumulative year-to-date statements of cash flow
For the current fiscal year, and
Prior fiscal year
Cambridge Business Publishers, ©2016
Special Reports
Form 8-K
Stock options
Currently required to be expensed at fair value when granted
Using appropriate valuation method
Previously, most companies did not expense stock options
Standard first proposed by FASB in mid 1990s
Companies using options as significant form of compensation
concerned it would greatly lower reported income
Congress thought it would hurt the economy
SEC influenced FASB to issue weaker standard in 1995
Made expensing optional
FASB issued revised standard in 2004 making expensing
mandatory (ASC Topic 718)
Cambridge Business Publishers, ©2016
SEC Interaction with FASB
continued
Mark-to-market accounting
SEC completed Congressionally-mandated study of FASB’s
mark-to-market standards in 2009
Focus on its application to valuation of financial instruments
Motivated by concerns over
Effects of fair value accounting on financial institutions
Market response to investment write-offs
SEC study concluded that fair value accounting standards
provide useful information and should not be suspended
In midst of limited markets due to financial crisis, SEC
persuaded FASB to develop new guidelines
Valuations using normal market prices
Helped banks avoid catastrophic write-downs
Cambridge Business Publishers, ©2016
Convergence of U.S. GAAP and IFRS