Chapter 5

Securities and Exchange Commission Reporting Requirements

Wendy Hambleton, CPA


5.1 Securities and Exchange Commission

(a) Creation of the Securities and Exchange Commission

(b) Organization of the Securities and Exchange Commission

(c) Division of Corporation Finance

(i) Responsibilities

(ii) Organization

(iii) Review Procedures

(iv) EDGAR—Electronic Data Gathering Analysis and Retrieval System

(v) Extension of Time to File

(d) Relationship Between the Accounting Profession and the Securities and Exchange Commission

(e) Sarbanes-Oxley Act of 2002

(i) Implications for Public Company Officers and Directors

(ii) Implications for Audit Committees

(iii) Implications for Independent Auditors

(f) Qualifications and Independence of Public Accountants Practicing Before the SEC

(g) SEC's Focus on Accounting Fraud

(h) Foreign Corrupt Practices Act

(i) Payments to Foreign Officials

(ii) Internal Accounting Control

(i) Audit Committees

(j) Contact with SEC Staff

(k) Current Reference Sources

5.2 Securities Act of 1933

(a) Transactions Covered

(b) Auditors' Responsibilities

(c) Materiality

(i) Assessing Materiality

(ii) Aggregating and Netting Misstatements

(iii) Intentional Immaterial Misstatements

(d) Smaller Reporting Companies

(e) Exemptions from Registration

(i) Regulation D

(ii) Regulation A

(iii) Other Exemptions

(f) “Going Private” Transactions

(g) Initial Filings

5.3 Securities Exchange Act of 1934

(a) Scope of the Act

(b) Corporate Disclosure Requirements

(i) ...

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