More Terms
What may need to be done to executive officer compensation if the company's financial statements get restated
What is clawback?
The form on which a company must provide its annual report, including audited financial statements
What is Form 10-K?
The section of the 34 Act rules that covers different types of manipulative/deceptive behavior
What are the 10b rules?
Disclosure of changes in financial statement items as increased or decreased without meaningful explanation
What is "elevator music"?
The rule that prohibits material untrue statements and omissions of material facts and that is the go-to rule for securities laws plaintiffs
What is Rule 10b-5 (10b-5-1)?
The certification of management controls over internal accounting
What is a 404 certification?
The form on which a company must provide quarterly reports for the quarters other than its year-end
What is Form 10-Q?
The section of the 1934 Act rules that governs proxy statements
What is 14a?
Types of obligations not reflected in financial statements but that should be discussed in the MD&A
What are off-balance sheet?
The rule that governs the process by which a public company can repurchase its own shares
What is Rule 10b-18?
The body created to have oversight over public accounting firms that audit public company financial statements
What is the PCAOB?
The form that must be filed promptly when specified material changes occur
What is Form 8-K?
The section of the 1934 Act rules that covers large acquisitions of public company securities
What is 13d?
Forward-looking matters that should be meaningfully discussed in the MD&A
What are known trends and uncertainties?
The 1933 Act statutory section that is a direct parallel to the 1934 Act anti-fraud rule
What is Section 11?
The president, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), or any other officer who performs a policy making function
What is an "executive officer"?
The form that includes the proxy statement
What is 14A?
The section of the 1934 Act rules that covers tender offers
What is 14d?
The chart that shows a company's longer term obligations over different ranges of years
What is the contractual obligations table?
The regulation that governs a company's obligation not to disclose selectively material nonpublic information about the company
What is Regulation FD?
The CEO, CFO, and the next three highest paid executive officers
What are the "named executive officers"?
The forms required by section 16 to be filed by insiders to show their holdings and changes to their holdings
What are Forms 3/4/5?
The section of the 1934 Act rules that covers going-private transactions
What is 13e?
Assumptions build into the financial statements that may be variable and that should be explored in the financial statements in order to provide ranges of possibly different results
What are critical accounting estimates?
The defense that everyone but the issuer has to a claim of securities fraud liability
What is the due diligence defense?