Business and Finance

SEC Corporate Disclosure Reforms: Compendium

AREA: US

Price 14,400yen (15,120yen included tax)

Pub. June 2004

ISBN 0-8080-0996-6

SEC Corporate Disclosure Reforms: Compendium is a comprehensive reference covering the SEC's post-Enron reform adoptions that involve enhanced and more timely disclosure of information important to investors.

In a single convenient resource, the Compendium compiles the two individual SEC Corporate Disclosure Reforms titles accelerated Deadlines for Periodic Reports and CEO/CFO Certification with coverage of the recent, and dramatic, Form 8-K amendments.

This comprehensive guide is what you need to stay abreast of all SEC corporate disclosure reforms. The Compendium includes full-text of SEC adopting releases and final rules, as well as invaluable CCH explanations and topical index.

Contents Includes

PART I. EXPLANATION

FORM 8-K REFORMS

Overview

  • Introduction
  • Background

Business and Operations

  • Entry into Material Agreements
  • Termination of Material Agreements
  • Bankruptcy or Receivership

Financial Information

  • Acquisition; Disposition of Assets
  • Results of Operation and Financial Condition
  • Direct or Off-Balance Sheet Obligation
  • Acceleration of Obligation
  • Exit or Disposal Activity
  • Material Impairment

Securities and Trading Markets

  • Delisting; SRO Rule Violation
  • Unregistered Sale of Securities
  • Modifications to Shareholder Rights

Accountants and Financial Statements

  • Change in Accountants
  • Non-Reliance on Financial Statements or Audit

Corporate Governance and Management

  • Changes in Control
  • Events Concerning Directors and Principal Officers
  • Charter or Bylaw Amendment; Fiscal Year Change
  • Suspension of Benefit Plan Trading
  • Ethics Code Amendment or Waiver

Other Matters

  • Regulation FD
  • Voluntary Disclosure of Other Events
  • Safe Harbor

CEO/CFO CERTIFICATION

  • Introduction
  • Sarbanes-Oxley Provisions
  • SEC Rulemaking
  • Disclosure Controls and Procedures
  • Scope of Certification Requirement
  • Investment Companies
  • Incorporation by Reference
  • Location of Certification
  • Liability

ACCELERATED FILING DEADLINES; WEBSITE ACCESS

  • Accelerated Filing Deadlines
  • Introduction
  • Purpose
  • Covered Issuers
  • Filing Deadlines
  • Conforming Amendments
  • Website Access
  • Introduction
  • Website Disclosure
  • Practical Considerations

PART II. TEXT OF AMENDMENTS

FORM 8-K REFORMS

  • Securities Act Rules
  • Securities Act Forms
  • Exchange Act Rules
  • Exchange Act Forms

CEO/CFO CERTIFICATION

  • Sarbanes-Oxley Sections
  • Regulation S-B

Regulation S-K

  • Regulation S-T
  • Exchange Act Rules
  • Exchange Act Forms
  • Investment Company Act Rules
  • Investment Company Act Forms

ACCELERATED FILING DEADLINES

  • Regulation S-X
  • Regulation S-K
  • Exchange Act Rules
  • Exchange Act Forms

PART III. ADOPTING RELEASES

Topical Index