SEC Form TA-2 is an annual report required under Rule 17Ac2 of the Securities Exchange Act of 1934, designed to give the SEC a clear picture of each registered transfer agent not regulated by a federal banking authority. The form captures detailed operational data, from transfer volumes and dividend disbursements to proxy services and technology updates, creating a complete view of a transfer agent’s activities during the reporting period.
SEC Regulation S-K is a foundational set of rules established by the Securities and Exchange Commission (SEC)that focuses on qualitative descriptions. It applies to registration statements, periodic reports, and other submissions under both the Securities Act of 1933 and the Securities Exchange Act of 1934.
SEC Rule 16b-3 is part of the Securities Exchange Act and specifically falls under Exchange Act Section 16(b). It was created to provide exemptions from the short swing profit rule, which requires certain insiders to return any profits made from buying and selling issuer equity securities within a six-month period. This provision helps companies maintain legitimate executive compensation programs, such as equity-based incentive awards, without unintentionally triggering insider trading concerns.
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.
Corporate development (corp dev) refers to actions that grow or add value to the company. A few forms that corporate development may take include:
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.
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.