Ideal for self-study or on-site training!
Confidently comply with the latest SEC reporting requirements with this comprehensive course. It clarifies new, difficult and important reporting and disclosure requirements while giving you examples and tips for ensuring compliance. Learn to apply Regulations S-X, S-K and other SEC guidance, prepare or review financial statements and their related disclosures, and more. This course benefits financial reporting managers and those charged with corporate governance of registrants or companies planning to go public as well as senior staff, managers and partners in public practice with SEC registrants as clients.
Highlights include an overview of going public and the function of the SEC and PCAOB; a review of Regs S-X and S-K and significant FRRs, AAERs, SABs and SLBs; use of actual filings of a publicly-traded company to analyze, item by item, the forms to file in the 2008 reporting cycle (Forms 10-K, 10-Q, 8-K and Schedule 14A); the advantages of Regulation S-B; the latest SEC developments and “hot buttons.”
Objectives:Prerequisite: Ability to prepare standard financial statements and evaluate financial statement disclosures
Videocourse Details
In this 2009 video, John C. Compton, CPA, CGFM, Managing Director at Compton Consulting, LLC, in Greensboro, NC, discusses SEC reporting with Elizabeth S. Gantnier, CPA, Director of Quality Control at Stegman & Company in Baltimore, MD; David W. Hinshaw, CPA, Partner in the Professional Standards Group of Dixon Hughes, PLLC, in High Point, NC; and Robert W. Walter, Esq., Of Counsel to the Los Angeles-based law firm of Richardson Patel LLP, focusing on securities, disclosure and financing matters.
*(205-min. video) The DVD disk contains the video presentation and a viewable copy of the Manual.
**The Additional Manual is for group study training only. Unlike other formats, it has no exam
answer sheet and cannot be used to earn self-study credit.
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Chapter 1 - The SEC and the Laws It Administers
Learning Objectives
After completing this chapter you will
• Be familiar with the major securities laws.
• Be familiar with how the SEC is organized.
• Be familiar with the SEC's electronic filing system.
• Understand the relationship between the SEC and the accounting profession.
• Understand the SEC's requirement for reporting on internal control over financial reporting.
• Learn to use the SEC's website as a resource.
The Securities Statutes
The Securities Act of 1933 (Securities Act or the 1933 Act) and the Securities Exchange Act of 1934 (Exchange Act or the 1934 Act) are the principal securities statutes. In addition, the SEC administers six other principal acts: the Public Utility Holding Company Act of 1935, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Investor Protection Act of 1970, and the Public Company Accounting Reform and Investor Protection Act of 2002 (Sarbanes-Oxley). The Securities and Exchange Commission (SEC or Commission) also serves as an adviser to the United States District Courts in connection with Federal Bankruptcy Act reorganization proceedings involving registrants.
The primary objectives of these securities statutes (and of the SEC's duties under the Bankruptcy Reform Act of 1978) are summarized below.
Securities Act of 1933
The Securities Act of 1933 defines security as
any note, stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profitsharing agreement, collateral-trust certificate, reorganization certificate or subscription, transferable share, investment contract, voting trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, or, in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
The Securities Act, sometimes referred to as the "truth in securities" act, has two primary objectives. First, it requires an issuer offering securities to the public in interstate commerce or through the mail, unless specifically exempted, to file a registration statement with the SEC containing financial and other information about the issuer and the offering. Registration of securities, however, does not imply approval of the issue by the Commission or insure investors against loss, but rather serves to provide consistent information investors may use to make informed investment decisions.
Second, the Securities Act contains antifraud provisions that apply to the sale of securities, whether or not registered, and imposes civil liabilities and criminal penalties on persons involved with registration statements containing false and/or misleading information.
Common Securities Act forms are discussed in Chapter 5.
Securities Exchange Act of 1934
The Securities Exchange Act of 1934 (1934 Act or Exchange Act), as amended, is primarily concerned with the trading and ongoing reporting related to registered securities. Section 12 of the Exchange Act contains registration requirements for companies (1) whose securities are listed or traded on a national securities exchange or in certain over-the-counter markets [Section 12(b)] or (2) whose assets are greater than $10 million and that have a class of equity securities held by at least 500 persons at year-end [Section 12(g)].
Companies that seek to have their securities listed and registered for public trading on an exchange must file a registration application with the exchange and a registration statement with the Commission. The over-the-counter bulletin-board (OTCBB) requires Exchange Act registration by any company, regardless of size, that wants its securities to be listed for trading. Following the registration of their securities, the companies must file annual and other periodic reports to keep current the information contained in the original filing. The Exchange Act also requires the filing of other annual and periodic reports with the SEC for such companies. The objectives of these requirements are to
• Regulate stock exchanges, brokers, and company insiders.
• Control proxy solicitation, tender offers, and going private transactions.
• Control amounts of credit used in the trading markets.
• Regulate transfer agents, clearing agencies, and brokers who deal exclusively in municipal securities (this element was added by the Securities Acts Amendments of 1975).
The following section provides a list of the most commonly used Exchange Act reports.
The 1934 Act also provides for
• Restrictions on the activities of insiders and the reporting of their security holdings and holdings changes;
• Reporting of security holdings and changes by others;
• Compliance with the record-keeping and internal control provisions of the Foreign Corrupt Practices Act;
• The prohibition of manipulation and deceptive devices in the offer, sale, or purchase of securities; and
• The institution of civil and criminal liabilities for violation of these prohibitions and other provisions of the 1934 Act.
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