IPO, meet ED(GAR)… your new lifelong BFF

Simultaneously, as we are working with soon-to-be-public companies on their S-1 registration, we’re getting their EDGAR* ducks in a row – assuring they have the right codes, Vintage teammates and tactical regulatory filing procedures in place to be a compliant and transparent issuer. In addition to clients’ general counsel and outside securities law firm, the investor relations department often need a briefing on their ’34 Exchange Act key filings.

DUCKS

Below is a simplified overview. Click here to be sent hardcopy guidebooks with excruciating detail.

NYSE, NASDAQ and OTC Markets traded public companies must register under Section 12 of the ‘34 Exchange Act

Periodic reporting obligations of the ‘34 Exchange Act

  • Annual report – Form 10-K
  • Quarterly reports – Form 10-Q
  • Current reports – Form 8-K
    • Amendments to charter or bylaws
    • Amendments to Code of Ethics
    • An obligation under an off-balance sheet arrangement
    • Appointment of principal officers
    • Bankruptcy or receivership
    • Changes in accounting firms
    • Changes in fiscal year
    • Completion of the acquisition or deposition of assets
    • Costs associated with exit or disposal activities
    • Creation of a direct financial obligation
    • Departure of directors
    • Departure of principal officers
    • Election of directors
    • Entry into and termination all material is definitive agreement
    • Events that accelerate or increases the direct financial obligation or obligation under off-balance sheet arrangement
    • Failure to satisfy an exchange existing conditioned listing rule or standard
    • Financial statements relating to material acquisitions and exhibits
    • Material compensation arrangements with principal officers
    • Material impairments
    • Material modification to rights of security holders
    • Notice of exchange delisting
    • Regulation FD compliance
    • Results from shareholders’ meetings
    • Results of operations and financial conditions
    • Temporary suspension of trading under employee benefit plans
    • Transfer of listing from one exchange to another
    • Unregistered sales of equity securities
    • Voluntary (random) event disclosure
    • Waiver of a provision of Code of Ethics

Section 14 proxy rules of the ‘34 Exchange Act

  • Proxy Statement
  • Annual Report to shareholders

Section 13 of the ‘34 Exchange Act

  • Schedule 13D or 13 G filing obligation for 5% beneficial owners
  • Beneficial ownership is voting and dispositive power

Section 16 of the ‘34 Exchange Act

  • Statutory insiders – officers, directors and 10% beneficial owners – must file Forms: 3, 4 and 5
  • Beneficial ownership is pecuniary interest
  • Strict liability for short-swing profits

Other schedules include Form F13 and 13H for investment services companies

Disclosure controls

Rule 13a-15 of the ‘34 Exchange Act requires issuers to establish, maintain and enforce disclosure controls and procedures designed to ensure the proper handling of the information that is required to be disclosed in reports filed or submitted under the ‘34 Exchange Act. Additionally, the procedures must ensure that management has all the information that it needs to make timely disclosure decisions

Disclosure controls and procedures relate to collecting and processing information at providing it to management in a timely manner to assess whether disclosure is warranted

CFO and CEOs are responsible for designing the controls and procedures, assessing them as of the end of each fiscal quarter and publicly disclosing the results of their evaluation

  • The SEC has not mandated or identified any specific set of controls
  • There is no definitive SEC ruled checklist and no single set of procedures are appropriate for every public company

NOTE: Disclosure controls overlap with Sarbanes-Oxley(SOX) 404’s internal control over financial reporting which is a process designed and supervised by the issuer’s CEO and CFO and effected by the board of directors, management and other personal. These controls must provide a reasonable assurance regarding the reliability of the financial reports their preparation for external distribution in accordance with GAAP and is evaluated by management and audited annually in a defined manner.  

*Electronic Data Gathering, Analysis and Retrieval

One response to “IPO, meet ED(GAR)… your new lifelong BFF

  1. Nice ducks. And nice overview.

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