Sec Reg Disclosure

can't trade over national exchange unless registration effective

requires companies registering securities for sale in a public offering to comply with periodic disclosure requirements

• exempted from tender offer and proxy solicitation requirements
• Insiders not subject to reporting of stock trades and short swing rules

all issuers must register if more than a minimum level of assets and minimum number of security holders

• Rule 12g-1
• 10 million dollars in assets and 500 shareholders
• measured on last day of issuer's fiscal year

• Rule 12g-4
• can terminate if less than 300 record owners or less than asset requirements for last 3 years

• Section 15-d avoidance
• less than 300 security owners on beginning of fiscal year

• Must be disclosed within 4 days of event
• 1 Changes to material contracts outside normal course of business; filing bankruptcy
• 2 Completion of acquisition or disposal of at least 10% of assets; off balance sheet arrangements; severance packages; material impairment to assets such as goodwill
• 3 Unregistered sale of equity; delisting; material modification to holders rights
• 4 Changes in outside auditor and reasons for change; notice that previous financial statements should not be relied on
• 5 Corporate Governance & management: change in control; change of directors or principal officers; changes in fiscal year; amendment or waiver of code of ethics
• 7 Any disclosure required to comply with Reg FD
• 8 Anything the issuer wants to disclose
• 9 FInancial Statements for businesses acquired by registrant

• 10Q and 10k must be certified by CEO and CFO
• must review reportno material misstatements
• fairly prsented
• establish and maintain internal controls
• disclose fraud to auditors

if public company source discloses material non-public info to covered person (B-D, investment advisors, investment companies or investor reaonably expected to trade on the info) then must disclose same info to rest of the market

• Exceptions
• journalists
• duty of trust & confidence
• agreement to maintian confidence
• credit rating agencies

• If itnentional, must disclose immediately
• If unintentional, 24 hours or when NYSE starts up whicever is later

SEC alone brings enfocrement