SEC Reporting

• Chapter 1 - The SEC and the Laws It Administers
  • Learning Objectives
  • The Securities Statutes
    • Securities Act of 1933
    • Securities Exchange Act of 1934
    • Most Commonly Used Exchange Act (1934 Act) Forms
    • 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
    • Bankruptcy Reform Act of 1978 (Bankruptcy Code)
    • The Public Company Accounting Reform and Investor Protection Act of 2002 (Accounting Reform Act or "Sarbanes-Oxley Act")
    • Securities Offering Reform
    • Smaller Reporting Company Regulatory Relief
  • The Securities and Exchange Commission
    • Creation of the SEC
    • Regulated Activities
    • The Commission
    • The Division of Corporation Finance (Corp Fin)
    • Accountant Communications with the SEC
    • EDGAR's Electronic Filing System
  • The SEC's Website
  • Relationship between the Accounting Profession and the SEC
    • Regulation of the Accounting Profession
    • Qualification and Independence of Public Accountants
    • Accountants' Liability
    • Accounting Fraud and Internal Control
  • Questions
• Chapter 2 - Going Public: An Overview
  • Learning Objectives
  • Introduction
  • Securities Offering Reform
  • Making the Decision
    • Advantages and Disadvantages
    • The Securities Markets
    • The Right Decision
    • Selecting the Professionals
    • The Attorneys and Accountants
    • The Underwriter
    • "Gun-Jumping"
  • Preparing the Registration Statement
    • Selecting the Proper Form
    • The Registration Statement and Prospectus
    • Plain English Requirements
    • Filing with the SEC
  • SEC Review and the Cooling-Off Period
    • Waiting or Cooling-Off Period
    • State Blue Sky Laws
    • SEC Staff Review
    • Comment Letter
    • Road Shows
  • Amendments and Closing
    • Amendments and the Request for Acceleration
    • Supplementary Audit Procedures
    • The Comfort Letter
    • Due Diligence
    • Signing the Underwriting Agreement
    • The Pricing Amendment
    • Withdrawal of the Registration Statement
    • The Effective Date and the Sale of Securities
    • The Offering Period
    • Closing
  • Post-Effective Amendments
    • Updating Financial Statements
  • Internet Stock Offerings
    • Advantages of Internet Stock Offerings
    • Disadvantages of Internet Stock Offerings
  • Questions
• Chapter 3 - SEC Reporting: The Key Rules
  • Learning Objectives
  • Introduction
  • General Instructions to the Forms
    • Smaller Reporting Company Regulatory Relief
  • Regulation S-X
    • Qualifications of Accountants (Rule 2-01 of Regulation S-X)
    • Accountants' Reports (Rule 2-02 of Regulation S-X)
    • PCAOB Guidance on Auditing Adjustments to Prior-Period Financial Statements Audited by a Predecessor Auditor
    • PCAOB Auditing Standard No. 1
    • Retention of Audit and Review Records (Rule 2-06 of Regulation S-X)
    • Communication with Audit Committees (Rule 2-07 of Regulation S-X)
    • General Financial Statement Requirements (Article 3 of Regulation S-X)
    • Rules 3-01 and 3-02
    • Financial Statements of Businesses Acquired or to Be Acquired (Rule 3-05 of Regulation S-X)
    • Consolidated Financial Statements (Rule 3A-02 of Regulation S-X)
    • Chronological Order and Footnote Referencing
    • Additional Disclosures Required by Regulation S-X (Rules 4-08, 5-02, 5-03 and 5-04 of Regulation S-X)
    • Financial Information Regarding Unconsolidated Subsidiaries and 50%-or-Less-Owned Equity Method Investees (Rules 4-08(g) or 3-09 of Regulation S-X)
    • Guarantor Financial Statements (Rule 3-10 of Regulation S-X)
    • Regulation S-X Schedules
  • Regulation S-K
  • Financial Reporting Releases
  • Accounting and Auditing Enforcement Releases
    • Revenue Recognition Problems
    • Delayed Recognition of Losses
    • Miscellaneous Financial Reporting Problems
    • Reliability of Accounting Information
    • Culpability of Auditors
    • Messages to Auditors
    • Company Officers, Directors, and Employees
    • Facilitator Liability
  • Staff Accounting Bulletins
  • Staff Legal Bulletins
  • Emerging Issues Task Force
  • Consultations with the Staff
  • Questions and Cases
    • Financial Statement Requirements
    • Financial Statement Disclosures
  • Case Studies - Rule 3-05 Financial Statement Requirements
• Chapter 4 - The Annual Report: Form 10-K
  • Learning Objectives
  • Introduction
  • Filing Requirements - Who, When, Where
    • Changing Smaller Reporting Company Status
  • The Content of Form 10-K
  • Facing Page
  • Part I of Form 10-K
    • Item 1 - Business (Item 101 of Regulation S-K)
    • Item 1A - Risk Factors
    • Item 1B - Unresolved Staff Comments
    • Item 2 - Properties (Item 102 of Regulation S-K)
    • Item 3 - Legal Proceedings (Item 103 of Regulation S-K)
    • Item 4 - Submission of Matters to a Vote of Security Holders
  • Part II of Form 10-K
    • Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (Items 201, 701, and 703 of Regulation S-K)
    • Item 6 – Selected Financial Data (Item 301 of Regulation S-K)
    • Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 303 of Regulation S-K)
    • Item 7a – Quantitative and Qualitative Disclosures about Market Risk (Item 305 of Regulation S-K)
    • Item 8 – Financial Statements and Supplementary Data (Article 3 of Regulation S-X and Item 302 of Regulation S-K)
    • Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure (Item 304 of Regulation S-K)
    • Item 9A – Controls and Procedures (Items 307 & 308 of Regulation S-K)
    • Item 9A(T) – Controls and Procedures (Items 307 & 308T of Regulation S-K)
    • Commission Guidance for Management on Evaluating Internal Control over Financial
      Reporting
    • Item 9B – Other Information
  • Part III of Form 10-K
    • Item 10 – Directors, Executive Officers, and Corporate Governance (Items 401, 405, 406, and 407 (c)(3), (d)(4), and (d)(5) of Regulation S-K)
    • Item 11 – Executive Compensation (Items 402 and 407 (e)(4) and (e)(5) of Regulation S-K)
    • Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (Items 201(d) and 403 of Regulation S-K)
    • Item 13 – Certain Relationships and Related Transactions, and Director Independence (Items 404 and 407(a) of Regulation S-K)
    • Item 14 – Principal Accounting Fees and Services (Item 9(e) of Schedule 14A)
  • Part IV of Form 10-K
    • Item 15 – Exhibits and Financial Statement Schedules (Item 601 of Regulation S-K and Others)
  • Annual Report to Shareholders and the Summary Annual Report
    • Content of the Annual Report
    • Summary Annual Reports
  • Extensions and Exceptions
    • Late Filings
    • Omission of Data by Certain Wholly Owned Subsidiaries
  • Questions
• Chapter 5 - Registration Statements
  • Learning Objectives
  • Introduction
  • Registration Statement Forms
  • Information Required in a Registration Statement
    • Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges (Item 503 of Regulation S-K)
    • Use of Proceeds (Item 504 of Regulation S-K)
    • Dilution (Item 506 of Regulation S-K)
  • Securities Offering Reform
    • Communications about Registered Securities Offerings
    • Changes to the Registration Process
  • Smaller Reporting Company Regulatory Relief
    • Availability of Shelf Offerings to Smaller Reporting Companies: S-3 Changes
  • Exempt Offerings
    • Revisions to Form D
    • Revisions to Rule 144
    • Exemption of Compensatory Employee Stock Options from Registration under Section 12(g) of the Securities Exchange Act of 1934
  • Questions
• Chapter 6 - The Quarterly Report: Form 10-Q
  • Learning Objectives
  • Filing Requirements - Who, When, Where
  • Smaller Reporting Company Regulatory Relief Rules
  • The Content of Form 10-Q
  • Part I - Financial Information
    • Item 1 – Financial Statements (Rule 10-01 of Regulation S-X)
    • Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 303(b) of Regulation S-K)
    • Item 3 – Quantitative and Qualitative Disclosures about Market Risk (Item 305 of Regulation S-K)
    • Item 4 – Controls and Procedures (Item 307 and 308(c) of Regulation S-K)
  • Part II - Other Information
    • Item 1 - Legal Proceedings (Item 103 of Regulation S-K)
    • Item 1A - Risk Factors
    • Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds (Items 701 and 703 of Regulation S-K)
    • Item 3 - Defaults on Senior Securities
    • Item 4 - Submission of Matters to a Vote of Security Holders
    • Item 5 - Other Information
    • Item 6 - Exhibits (Item 601 of Regulation S-K)
  • Certification Requirements
  • Omission of Information by Certain Wholly-Owned Subsidiaries
  • Signatures
  • Form 10-Q after an Initial Public Offering
  • Questions
• Chapter 7 - The Current Report: Form 8-K
  • Learning Objectives
  • Filing Requirements - Who, When, Where
  • Events to Be Reported
    • Section 1 - Registrant's Business and Operations
    • Section 2 - Financial Information
    • Section 3 - Securities and Trading Markets
    • Section 4 - Matters Related to Accountants and Financial Statements
    • Section 5 - Corporate Governance and Management
    • Section 6 - Asset-Backed Securities
    • Section 7 - Regulation FD Disclosure
    • Section 8 - Other Events
    • Section 9 - Financial Statements and Exhibits
    • Safe Harbor; Eligibility to Use Form S-3 and to Rely on Rule 144
    • Other Matters Related to Form 8-K Filings and Conforming Amendments
  • Signatures
  • Questions and Cases
  • Case Studies - Acquiree Financial Statements in Form 8-K
• Chapter 8 - Proxy Statements
  • Learning Objectives
  • Introduction
  • Regulation 14A
    • E-Proxy Developments During 2007
    • Electronic Shareholder Forums
  • Information to be Furnished to Security Holders
  • Information on the Nominating, Audit, and Compensation Committees
    • Nominating Committee Disclosures
    • Audit Committee Disclosures
    • Compensation Committee Disclosures
    • Executive and Director Compensation Disclosures
    • Board Meeting Disclosures
    • Shareholder Communications Disclosures
    • Disclosures Concerning the Independent Public Accountant
  • Proxy Statements - Voting on Equity Compensation Plans
  • Proxy Filing Requirements
  • Shareholder Proposals
  • Proxy Statements - Financial Information
    • Issuance or Modification of Securities
    • Mergers, Consolidations, Acquisitions, and Similar Matters
    • Financial Data
    • Summary Information
  • Questions
• Chapter 9 - Reporting by Smaller Public Companies
  • Learning Objectives
  • History of Former Regulation S-B: Smaller Reporting Company Regulatory Relief Rules
  • Smaller Reporting Company Regulatory Relief Rules
    • Qualifying Standards for Treatment as "Smaller Reporting Company"
    • Financial Statement Requirements (Article 8 of Regulation S-X)
    • Electing Scaled Disclosure Standards on an "A La Carte" Basis
    • Elimination of "SB" Forms Associated with Regulation S-B
    • Designation on SEC Forms as "Smaller Reporting Company"
  • COSO Guidance for Smaller Public Companies
    • Control Environment
    • Risk Assessment
    • Information and Communication
    • Monitoring
  • Questions
• Chapter 10 - PCAOB Developments and PCAOB Guidance
  • Learning Objectives
  • 2007 PCAOB Rulemaking and Other Activity
    • Introduction
    • PCAOB Activities
  • PCAOB Auditing Standards (AS)
    • AS No. 1, References in Auditors’ Reports to the Standards of the PCAOB
    • AS No. 3, Audit Documentation
    • AS No. 4, Reporting on Whether a Previously Reported Material Weakness Continues to Exist
    • AS 5, An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements
    • Final Rules: AS 5 Related
  • Proposed Standard: AS 6 - Evaluating Consistency of Financial Statements
  • PCAOB Requirements for Registered Accounting Firms
    • Registration and Reporting
    • Rule 3520 - The Fundamental Independence Requirement
    • Rule 3521 - Contingent Fees
    • Rule 3522 - Tax Transactions
    • Rule 3523 - Tax Services for Persons in Financial Oversight Capacity
    • Rule 3524 - The Auditor's Responsibility in Connection with Audit Committee Pre-Approval of Services
    • Rule 3525 - Audit Committee Pre-approval of Non-Audit Services Related to Internal Control Over Financial Reporting
    • Rule 3526 - Independence
    • Inspections
    • Investigations and Adjudications
    • International
    • Funding
  • PCAOB Guidance
  • Report on the PCAOB's 2004, 2005, and 2006 Inspections of Domestic Triennially Inspected Firms
    • Revenue
    • Related Party Transactions
    • Equity Transactions
    • Business Combinations and Impairment of Assets
    • Going Concern Considerations
    • Loans and Accounts Receivable
    • Service Organizations
    • Use of Other Auditors
    • Use of the Work of Specialists
    • Independence
  • Report on the Second Year Implementation of Auditing Standard No. 2
    • The Integrated Audit
    • Top-Down Approach
    • Risk-Based Approach
    • Using the Work of Others
    • Evaluation of Management's Assessment
    • The Effects of Issuer's Processes
    • Conclusion
  • PCAOB Staff Questions and Answers Ethics and Independence Rules Concerning Independence, Tax Services, and Contingent Fees
    • Rule 3522 - Tax Transactions
    • Rule 3523 - Tax Services for Persons in Financial Reporting Oversight Roles
  • Report on Auditor's Implementation of PCAOB Standards Relating to Auditors' Responsibilities with Respect to Fraud
    • Auditor's Overall Approach to the Detection of Fraud
    • Brainstorming Sessions and Fraud-Related Inquiries
    • Auditor's Response to Risk Factors
    • Financial Statement Misstatements
    • Risk of Management Override of Controls
  • Audit Practice Alert - Matters Related to Auditing Fair Value Measurements of Financial Instruments and the Use of Specialists
    • Auditing Fair Value Measurements
    • Classification within the Fair Value Hierarchy under SFAS 157
    • Using the Work of Specialists
    • Use of a Pricing Service
  • Guidance on Auditing the Fair Value of Share Options Granted to Employees
    • Applicable Current Auditing Literature
  • Audit Practice Alert - Matters Related to Timing and Accounting for Option Grants
    • Specific Auditing Considerations Noted in the Alert
    • Applicable Accounting Guidance
    • Materiality
    • Possible Illegal Acts
    • Planned or Ongoing Audits
    • Auditor Involvement in Registration Statements
    • Effects of Option Matters on Previously Issued Opinions
  • Guidance on Auditing Adjustments to Prior-Period Financial Statements Audited by a Predecessor Auditor
  • The PCAOB's Website
  • Questions
• Chapter 11 - Ethics Focus: Accounting and Auditing
  • Ethics Overview
  • Recent Developments
  • Spotlight on Independence
  • Key Ethical Dilemmas
  • Addressing Ethical Dilemmas
  • Available Resources
• Chapter 12 - Latest Developments
• Exhibit A - Biodel Inc. Form S-1
• Exhibit B - Biodel Inc. Form 10-K
• Exhibit C - Biodel Inc. Form 10-Q
• Exhibit D - Biodel Inc. Form 8-K
• Exhibit E - Biodel Inc. Proxy Statement

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