The increased demand for transparency has expanded the type of information disclosed and the method of disclosure. Companies are required to make real-time disclosures of material company events, which increases the pressure to provide accurate, current information. Number of the disclosures that U.S. publicly traded companies must make are overviewed in this post.
Purpose – Report annual disclosure of financial information required of all publicly traded companies; due 90 days following the company’s fiscal yearend.
Information to be disclosed – Description of the company’s business, financial statement data found in the company’s annual report, notes to the financial statements, and additional disclosures including management’s discussion and analysis.
Purpose – Report Quarterly disclosure by publicly traded companies; required 45 days following the end of each of the company’s first three fiscal quarters.
Information to be disclosed – A brief presentation of quarterly financial statements, notes, and management’s discussion and analysis.
Purpose – Filing Filed to report unscheduled, material events or events that may be considered of importance to shareholders of the SEC.
Information to be disclosed – Description of significant events that are of interest to investors, filed as these events occur.
Purpose – Filing made by a company intending to issue securities; registration statement complying with the securities act of 1933.
Information to be disclosed – Basic company and financial information of the issuing company.
Proxy Statement (Schedule 14a)
Purpose – issued by the company pertaining to issues to be put to a vote by shareholders; complies with regulation 14a; circumstances that are required for a vote are determined by state law.
Information to be disclosed – Description of issues to be put to a vote; management’s recommendations regarding these issues; compensation of senior management; shareholdings of officers and directors.
Note: There are different types of proxy: preliminary, confidential, and definitive. The most common is the definitive proxy, generally indicated with the abbreviation DEF
(e.g., DEF 14a)
Registration Statements (e.g., S-1, S-2, F-1)
Purpose – A registration statement is a filing made by a company issuing securities to the public; required by the 1933 act.
Information to be disclosed – Financial statement information, as well as information that describes the business and management of the firm.
Purpose – Filing made by a person reporting beneficial ownership of shares of common stock of a publicly traded company such that the filer’s beneficial ownership is more than 5% of a class of registered stock; filed within 10 days of the shares’ acquisition.
Information to be disclosed– Report of an acquisition of shares, including information on the identity of the acquiring party, the source and amount of funds used to make the purchase, and the purpose of the purchase.
Purpose – Filing for a tender offer by someone other than the issuer such that the filer’s beneficial ownership is more than 5% of a class of registered stock.
Information to be disclosed – Report of an offer to buy shares including information on the identity of the acquiring party, the source and amount of funds used to make the purchase, and the purpose of the purchase, and the terms of the offer.
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