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CFO Fundamentals: Your Quick Guide to Internal Controls, Financial Reporting, IFRS, Web 2.0, Cloud Computing, and More by ALLISON I. SHIM, JOEL G. SIEGEL, JAE K. SHIM

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CHAPTER TWO

Securities and Exchange Commission Filings

THE SECURITIES AND EXCHANGE COMMISSION (SEC) requires full and fair disclosure in connection with the offering and issuance of securities to the public. The CFO should be familiar with the major provisions of the Securities Act of 1933 and the Securities Act of 1934.

The SEC's disclosure rules were enhanced by the Sarbanes-Oxley Act of 2002 (SOX), as detailed in Chapter 1. The accounting requirements of the SEC are specified mostly in Articles 3A through 12 of Regulation S-X, Financial Reporting Releases (FRRs), Accounting and Audit Enforcement Releases (AAERs), and industry guides.

SEC RULES

What SEC rules apply to the issuance of securities for the first time?

The Securities Act of 1933 (as amended) pertains to the initial offering and sale of securities. It does not apply to the subsequent trading of securities. The Act requires the filing of a registration statement with the SEC so as to prevent misrepresentation.

What SEC rules apply to the subsequent trading of securities?

The Securities Act of 1934 regulates the subsequent trading of securities on the various national stock exchanges. A scaled-down version of the 1933 Act registration statement must be filed by the company if its securities are to be traded on a national exchange. The annual Form 10-K and the quarterly Form 10-Q are required to be filed.

What should the Basic Information Package contain?

The complexity of the reporting requirements under the 1933 and ...

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