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© 2010 Pearson Education, Inc., publishing as Prentice-Hall 1 Section 16 of 1934 Securities Exchange Act Section 16(a) of 1934 Act defines any person who is an executive officer, a director, or a 10- percent shareholder of an equity security of a “reporting company” as a statutory insider for Section 16 purposes. –Officer must have discretionary policy-making role.
© 2010 Pearson Education, Inc., publishing as Prentice-Hall 2 Statutory Insider Reporting Requirements Statutory insiders must file (with SEC within 2 days) reports disclosing ownership and trading in company securities. (Forms 3 and 4) purpose if to disclose to the public what securities are bought and sold by insiders of the company
© 2010 Pearson Education, Inc., publishing as Prentice-Hall 3 Covered Companies Section 16(a) of 1934 Act defines “reporting companies” (also “covered companies”) as: –any company whose securities are publicly traded on any exchange; –any company with 500 or more shareholders and $10 million of assets; –or any company whose securities were subject to registration requirements (i.e., Form S-1 and statutory prospectus) under 1933 Securities Act.
© 2010 Pearson Education, Inc., publishing as Prentice-Hall 4 Covered Company Reporting Requirements Companies must file annual and quarterly certified financial statements (Form 10-K and Form 10-Q). special events (such as merger or stock exchange) must be reported on Form 8-K
© 2010 Pearson Education, Inc., publishing as Prentice-Hall 5 Section 16(b) Short-Swing Profits: Profits made by statutory insiders on trades that occur within 6 months of each other. –excludes transactions that occur before becoming an insider. –ignore exercise of option; match the grant of an option and sale of security Corporation may bring legal action to recover these short-swing profits. –irrelevant whether statutory insider traded on confidential inside information.
The Accounting Cycle Reporting Financial Results
Stock is partial ownership of a company It can be bought and sold Its value can rise and fall The representatives of the shareholders (owners) are that.
Using S.E.C. Documents. Reasons S.E.C. Documents are Important to Investors 1.Give financial information (annual and quarterly). 2.Identify principal.
2010 DODD-FRANK ACT EXECUTIVE COMPENSATION REFORM Presented by Andrew B. Coburn Wyche Burgess Freeman & Parham, P.A. August 25, 2010 Copyright 2010 Wyche.
1 Tools of the Trade, Part I The Balance Sheet: Initial Financing – Investments by Owners CHAPTER F3 © 2007 Pearson Custom Publishing.
© 2007 Prentice Hall, Business Law, sixth edition, Henry R. Cheeseman Chapter 41 Investor Protection and Online Securities Transactions.
Process of CG in Egypt Mohamed Omran Vice Chairman Cairo & Alexandria Stock Exchanges December, 13 th 2006.
Slides developed by Les Wiletzky Wiletzky and Associates Copyright © 2006 by Pearson Prentice-Hall. All rights reserved. PowerPoint Slides to Accompany.
Dodd-Frank Wall Street Reform and Consumer Protection Act
© The McGraw-Hill Companies, Inc., 2008 McGraw-Hill/Irwin The Accounting Cycle Reporting Financial Results Chapter 5.
Overview of Financial Statement Analysis Chapter 1.
Stockholder Rights and Corporate Governance Stockholders Corporate Governance Executive Compensation: A Special Issue Shareholder Activism Government.
© The McGraw-Hill Companies, Inc., 2004 Slide 12-1 McGraw-Hill/Irwin Chapter Twelve Financial Reporting and the Securities and Exchange Commission.
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Accounting Principles and Reporting Standards
McGraw-Hill/Irwin Copyright © 2010 by The McGraw-Hill Companies, Inc. All rights reserved. The Accounting Cycle: Reporting Financial Results Chapter 5.
Michal Bodlák. Definition An investment bank is a financial institution that assists: individuals, corporations and governments companies involved in.
COPYRIGHT © 2010 South-Western/Cengage Learning..
Investing In Stocks Chapter 31. Today’s Schedule Tuesday’s Quiz Review Tuesday’s Quiz Review Assignment of Homework Assignment of Homework Chapter 31.
Financing, Investor Protection And Online Securities Offerings Chapter 21.
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