Chapter 17: Obligations of a Company and Its Principals Under the Securities Exchange Act of 1934
§ 17.1 Consequences of Being Publicly Owned
§ 17.2 New Obligations on Completion of Initial Public Offering
§ 17.2.1 Duty to Disclose Material Information
§ 17.2.2 Amending the Prospectus
§ 17.2.3 Continuing Obligations
§ 17.2.4 What Is Material?
§ 17.2.5 When Should Disclosure Be Made?
§ 17.2.6 How Much Should Be Disclosed?
§ 17.2.7 To Whom Should Disclosure Be Made?
§ 17.2.8 Have Releases Ready
§ 17.2.9 Stock Exchange Notification
§ 17.2.10 Use of Media
§ 17.3 Reporting Requirements Under the 1934 Act
§ 17.3.1 Annual Report on Form 10-K
§ 17.3.2 Quarterly Report on Form 10-Q
§ 17.3.3 Timing for Filing Forms 10-K and 10-Q
§ 17.3.4 Current Report on Form 8-K
§ 17.4 Reports to Shareholders
§ 17.5 Proxy Rules
§ 17.5.1 General Discussion
Internet Posting of the Proxy Materials
Notice and Timing
Access to and Execution of Proxy Cards
State Law Considerations
§ 17.5.2 The Proxy Rules and Corporate Law
§ 17.5.3 Additional Requirements for a Contested Meeting
§ 17.5.4 Communication with Beneficial Owners and Voting
§ 17.5.5 Potential Liability Under the Proxy Rules
§ 17.6 Foreign Corrupt Practices Act
§ 17.7 Control Person Obligations
§ 17.7.1 Reports of Beneficial Ownership
§ 17.7.2 “Short Swing Profit” Liability
§ 17.7.3 Short Sale Prohibition
§ 17.7.4 Tender Offer Rules and Related Matters
§ 17.8 Securities Transfers
§ 17.9 Corporate Accountability and Governance Requirements
§ 17.10 Executive Compensation
§ 17.11 Selective Financial Disclosure—SEC Regulation FD
§ 17.12 Foreign Private Issuers Under the 1934 Act
§ 17.12.1 International Disclosure Standards
§ 17.12.2 Trading of Foreign Stocks in the United States
§ 17.12.3 Form 10—Full 1934 Act Registration
§ 17.12.4 Form 20-F—Foreign Private Issuers
§ 17.12.5 Loss of Foreign Private Issuer Status
§ 17.12.6 Foreign Private Issuer Deregistration
§ 17.12.7 Conclusion
§ 17.13 De-Registration