Reporting and Disclosure Requirements Under 1934 Act - Explained
1934 Act - Securities Law Disclosures
If you still have questions or prefer to get help directly from an agent, please submit a request.
We’ll get back to you as soon as possible.
- Marketing, Advertising, Sales & PR
- Accounting, Taxation, and Reporting
- Professionalism & Career Development
Law, Transactions, & Risk Management
Government, Legal System, Administrative Law, & Constitutional Law Legal Disputes - Civil & Criminal Law Agency Law HR, Employment, Labor, & Discrimination Business Entities, Corporate Governance & Ownership Business Transactions, Antitrust, & Securities Law Real Estate, Personal, & Intellectual Property Commercial Law: Contract, Payments, Security Interests, & Bankruptcy Consumer Protection Insurance & Risk Management Immigration Law Environmental Protection Law Inheritance, Estates, and Trusts
- Business Management & Operations
- Economics, Finance, & Analytics
Table of ContentsWhat disclosures are required of registered companies under the 34 Act?Discussion QuestionPractice QuestionAcademic Research
What disclosures are required of registered companies under the 34 Act?
A reporting company must make routine disclosures to the public by filing reports with the SEC. The information required to be disclosed is substantially as follows:
Reporting Company Initial Statement - Similar to the registration statement required under the 33 Act, a company initially registering as a reporting company under the 34 Act must make an initial disclosure of information. This information primarily concerns the operations, equity structure, and securities issued by the company.
Annual Reporting - Reporting companies are required to make detailed annual reports to the SEC, which are also provided to security holders. The disclosure takes place on Form 10-K and it contains all relevant operational data, an explanation of company performance, audited financial statement, and detailed information about corporate officers and directors.
Quarterly Reports - The reporting company must file and disclose to shareholders a quarterly report on Form 10-Q. The quarterly report contains similar information to that contained in the annual report, but it only covers the most recent quarter of the fiscal year. Also, the financial statement included in the quarterly report is not audited.
Special Reports - The reporting company must disclose to the SEC and shareholders via Form 8-K any major operational, structural, financial, or ownership changes in the company within a reasonable time of the occurrence. Major occurrences include: new security issuances, changes in corporate control (officer and directors), mergers, acquisitions, changes in auditor, etc.
The information disclosed in each of the above reports must be certified as accurate by corporate executives (including the company's CEO and CFO). These individuals must also attest to the operable status of controls over internal affairs and finances. This includes attesting that the company has in place an audit committee to examine the efficiency of internal controls.
Next Article: Liability Under Section 10 and Rule 10(b)(5) Back to: SECURITIES LAW
- The Security Exchange Act of 1934
- When must an issuer register pursuant to the 34 Act?
- What disclosures are required of reporting companies under the 34 Act?
- What is liability under Section 10(b) and Rule 10(b)(5)?
- What is insider trading under Rule 10(b)(5)?
- What damages are available under Section 10 and Rule 10(b)(5)?
- What is insider trading under Section 14 of the 34 Act?
- What is liability under Section 16 of the 34 Act?
- What is liability under Section 18 of the 34 Act?
- What is criminal liability under the 34 Act?
Why do you think the SEC requires such extensive, recurring disclosures for reporting companies? Do you think these reporting requirements serve the intended purpose?
What are the reporting requirements of companies that registered pursuant to The Securities Exchange Act of 1934?