What is a 10-K form? Every publicly traded company is required to file financial reports with the Securities and Exchange Commission, or the SEC. The SEC Form 10-K offers a comprehensive snapshot of the company's financial health throughout the year, almost like an annual report for the business numbers. Ensuring these filings are completed on-time and accurately is essential for maintaining regulatory compliance, otherwise companies risk heavy sanctions.

SEC Rule 10b5-1 is a provision under the Securities Exchange Act of 1934. The rule allows company insiders to prearrange trades of company stock without running afoul of insider trading laws, so long as certain conditions are met. It provides an affirmative defense against accusations of insider trading if trades are made under a properly established 10b5-1 trading plan.

Shareholders of public companies have the opportunity to choose board members during elections. In the past, the process was relatively straightforward; however, new universal proxy card rules have brought waves of change. This is particularly true in cases where there are disagreements over who should join the board.

A new act signed into law in late 2022 changes financial reporting for businesses and public agencies. So, what is the Financial Data Transparency Act of 2022?

Companies are increasingly searching for corporate development officers to assist with business growth, internal value creation, and risk reduction. With all the attention paid to this role, let's take a look at what is corporate development, what it can accomplish, and best practices to note.

What Is Corporate Development?

Corporate development (corp dev) refers to actions that grow or add value to the company. A few forms that corporate development may take include:

Every year in connection with the annual shareholder meeting, and sometimes more often in the case of a special meeting, public companies must file a proxy statement. Proxy statements outline various plans for the company to shareholders, from the election of directors, to pay for executives, approval or amendment of equity plans, and even shareholder-sponsored proposals, should any be received. The proxy is a requirement for any company with public securities and must be filed with the Securities and Exchange Commission (SEC) as proscribed in SEC Form DEF 14A.

The SEC’s adoption of universal proxy card rules has reshaped the process for shareholder voting in contested board elections at publicly traded companies, allowing investors to select from both management and dissident nominees on a single ballot. Notably, both companies and any dissident groups soliciting proxies for director nominees and slates are now required to provide voters with a universal proxy card that lists all candidates for election to the board in the same place, no matter who (management or dissident) is promoting the candidates.

What Is SEC Rule 144A?

SEC Rule 144A is a critical provision under the Securities Act that provides a safe harbor exemption for the resale of restricted securities to qualified institutional buyers (QIBs). Established in 1990, rule 144a was designed to enhance liquidity in the private placement market by allowing sophisticated investors to trade unregistered securities without the need for full SEC registration. This rule is particularly significant for issuers seeking to raise capital quickly and efficiently, especially in international markets.

Overview of Rules 482 and 34b-1

SEC Rules 482 and 34b-1 are among the rules that have undergone significant changes in the past few years. These two regulations affect advertising and sales literature that investment companies distribute to potential investors. The rule changes, which went into effect in January 2023, impact what investment companies can and cannot say in advertising copy about fund performance and fund complex performance, annual total return, and fee information. 

Becoming a publicly traded company with shares available on public markets takes several steps. In many cases, businesses will need to file SEC Form 10-12G before they take action to sell securities, per the Securities Act of 1933. Form 10-12G serves as an initial registration statement of the company’s private securities, turning it into a public reporting company.