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Aug29
Public Company Reports

The following is not meant to be legal advice.

 

For the attorney first going into finance, he may be interested to read up on the types of public filings a public company needs to make.  The Wilson Sonsini Goodrich Rosati, PC web site has some presentations on securities filings.

 

For example, each fiscal quarter, and fiscal year, a company needs to file a Form 10-K annual report, and a Form 10-Q quarterly report.  The annual report is to shareholders.  The Form 10-K is due 75 days after the fiscal year end for accelerated filers.  There is the proxy statement for the annual meeting, which requires the submission of questionnaires to officers and directors. 

Each quarter, there are earnings releases.  The writer must distinguish puffing versus fact and obtain consents when mentioning customers. 

 

On a yearly basis, the director and officer also needs to make disclosures, such as the Form 5 and the Schedule 13G if there person is more than 5% shareholder.  The Form 5 does not need to be filed if all Form 4 and Form 3 requirements are met.  Late filings need to be disclosed in the proxy statement.

 

When there are special events, a company needs to make disclosures in a Form 8-K current report.  These disclosures include entering into a material agreement such as a lease.  There is also a Form S-8 registration statement. 

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