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To explain reporting requirements under Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) that must be followed by advisers and brokers who exercise investment discretion over accounts that hold exchange‐traded equity securities, and to describe reporting requirements under Section 16 of the Exchange Act on certain persons considered “insiders” of a company that has a class of equity securities registered under Section 12 of the Exchange Act.

Describes the required reporting of significant acquisition and ownership positions on Schedules 13G and 13D, including the obligations of exempt investors, passive investors, and firms and their control persons; describes the required reporting of equity positions in managed portfolios of more than $100 million on Form 13F; and describes the reporting obligations of “insiders” (directors, officers, and principal stockholders) under Section 16 of the Exchange Act, including the content of Form 3 – Initial Statement of Beneficial Ownership of Securities, Form 4 – Statement of Changes of Beneficial Ownership of Securities, and Form 5 – Annual Statement of Beneficial Ownership of Securities.

Firms and their control persons managing discretionary accounts that hold more than 5 percent of an SEC‐reporting company's equity securities or manage discretionary accounts with market values of $100 million or more; institutional investment managers who exercise investment discretion over accounts with a fair market value of at least $100 million, and corporate insiders have significant reporting obligations under the Exchange Act.

Provides a clear, detailed reference concerning Section 13 and Section 16 Reporting Requirements.

The purpose of this paper is to provide investment advisers, broker dealers, individual investors and other securities firms with a current and detailed summary of the reporting regime under Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and guidance on how to comply with the disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5.

The approach of this paper discusses the transactions or beneficial ownership interests in securities that trigger a reporting requirement under Section 13 and/or Section 16 of the Exchange Act, identifies the person or persons that have the obligation to file reports with the SEC, details the information required to be disclosed in the publicly available reports, and explains certain trading restrictions imposed on reporting persons as well as the potential adverse consequences of filing late or failing to make the requisite disclosures to the SEC.

The SEC continues to provide updated guidance on the disclosure requirements under Sections 13 and 16 of the Exchange Act, which individual investors and securities firms – largely insiders – must take into account when filing any new or amended reports on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5.

This article provides expert analysis and guidance from experienced securities lawyers.

The purpose of this paper is to review the enforcement initiative announced by the US Securities and Exchange Commission (SEC) in September 2014 directed at reporting violations of the Securities Exchange Act of 1934 (Exchange Act) by public company officers, directors and significant stockholders. The paper considers the notable features of the first round of SEC enforcement actions pursuant to that initiative and proposes measures public companies and their insiders can adopt to enhance compliance with their reporting and related disclosure obligations under the Exchange Act.

The paper examines the SEC’s enforcement initiative against the backdrop of the agency’s enforcement activity since 1990 for violations by public company insiders of the reporting provisions of Sections 13 and 16 of the Exchange Act. The paper summarizes the features of the reporting violations that attracted SEC enforcement interest in the recent proceedings and identifies the factors apparently weighed by the SEC in determining the amount of the penalties sought against those charged with the violations.

The SEC’s latest enforcement actions are unprecedented for insider reporting violations. The new enforcement initiative represents an abandonment by the SEC of its largely passive approach of the past dozen years in which it charged insider reporting violations only when they related to fraud or other major violations of the securities laws. If reporting violations are flagrant, the SEC now promises to target the offenders for enforcement on a stand-alone basis without regard to other possible wrongdoing. The SEC also cautions that, as it did in some of the recent enforcement actions, it may charge companies that promise to assist their insiders in the preparation and filing of their reports, but do not to make the filings in a timely manner, with contributing to the filing failures.

The paper provides expert guidance from experienced securities lawyers.

Signed into law by President Bush on July 30, 2002, the Sarbanes‐Oxley Act of 2002 (the Act) presents what may be among the most sweeping set of changes to U.S. federal securities laws since the New Deal. Designed to address widespread outrage and waning investor confidence resulting from a series of financial meltdowns, earnings restatements, and other corporate and accounting abuses, the Act is in many ways unprecedented. For example, in addition to regulating disclosure and securities trading, the traditional jurisdiction of U.S. federal securities laws, the Act also addresses matters of substantive corporate governance and executive fiduciary responsibility, such as loans to officers and directors, management oversight, director due diligence, and executive compensation, as well as professional responsibilities of external auditors and attorneys, areas traditionally left to the states and self regulatory organizations (SROs) such as the NYSE, AMEX, and NASDAQ. The Act is complex, with over 70 sections, and will present numerous challenges to corporate executives, financial officers, and professional service providers. What’s more, given the pace with which the Act was pushed through the conference committee process and adopted by Congress, various inconsistencies and ambiguities already have emerged and will continue to do so. The Act certainly will receive the prompt attention of the Securities and Exchange Commission (SEC) as it promulgates the many regulations required to implement the Act’s broad‐based mandate. This article presents a number of key aspects of the Act that we believe are of most immediate concern to corporate executives and directors of corporations and financial institutions.

The purpose of this study is to investigate whether the likelihood that a firm will face financial statement fraud litigation is affected by the disclosure of internal control material weaknesses (MW) and the “busyness” of a firm’s board of directors.

The results are derived from logistic regression models and data are collected from the Audit Analytics database augmented by data from CompuStat, the Stanford Law School website and the SEC Accounting and Auditing Enforcement Releases. The authors also test for endogeneity with a propensity score matching procedure.

The authors find that an MW report is strongly associated with the likelihood of subsequent financial statement fraud litigation, and that the influence of entity-level MW on litigation likelihood is stronger than that of account-level MW. Moreover, the number of outside board directorships significantly increases the influence of entity-level MW on the likelihood of litigation, indicating that board of directors’ busyness significantly increases the risk of litigation.

Previous research notes that board members holding multiple directorships cannot effectively oversee the financial reporting process and, thus, are associated with poorer governance. The authors extend this implication of board busyness to the association between disclosure of MW type and the filing of subsequent litigation alleging financial statement fraud. To the best of the authors’ knowledge, no other research has done so.

The President has signed legislation, the “Sarbanes‐Oxley Act of 2002”, (the “Act”) that amends the U.S. securities and other laws in significant ways. The law changes corporate governance, including the responsibilities of directors and officers; the regulation of accounting firms that audit public companies; corporate reporting; and enforcement. Many of the Act’s provisions will be enhanced by SEC rulemaking and, probably, by stock market listing standards as well. Generally, the Act applies to U.S. and non‐U.S. public companies that have registered securities (debt or equity) with the SEC under the Securities Exchange Act of 1934. The Act is lengthy. The implications of the Act will not be fully known until the SEC adopts implementing rules and, thereafter, as interpretations develop, whether by the SEC or in litigation. This memorandum is a summary and not a complete description of the Act. It does not constitute legal advice for any particular situation.

To describe the modernization and simplification amendments of certain disclosure requirements of Regulation S-K and related rules and forms recently adopted by the US Securities and Exchange Commission (SEC).

This article provides an overview of the amendments, their effective dates and related practical considerations for companies.

The amendments cover many provisions within Regulation S-K and affect various forms that rely on the integrated disclosure requirements of Regulation S-K. The amendments are designed to enhance the readability and navigability of SEC filings, to discourage repetition and disclosure of immaterial information and to reduce the burdens on registrants, all while still providing material information to investors. The amendments contain several changes relating to confidential information contained in exhibits. For consistency, parallel amendments have been adopted to rules other than Regulation S-K, as well as to forms for registration statements and reports.

Most of the amendments are effective May 2, 2019. The amendments relating to the redaction of confidential information in certain exhibits became effective April 2, 2019. Given these dates, companies should review the rule changes implemented by the amendment now and consider how they will impact their disclosure in upcoming SEC filings.

Practical guidance from experienced lawyers in the Corporate & Securities practice.

Purpose – The aim of this paper is to examine whether there is potential for political parties to use flawed financial figures in performance measures designed to assist them in determining the viability and autonomy of New South Wales (NSW) local councils (NSW is the largest of Australia's eight states and territories). If in fact this is the case, then a mis‐match between the original objectives of the reform process (efficiency, effectiveness and accountability), current reporting practices and the manner in which decisions are made can be said to exist. Design/methodology/approach – Initial analytical analysis was carried out on all NSW local councils (170), followed by a more detailed study of 56 councils. The method adopted included archival research combined with interviews and case study analysis. Valuation and depreciation practices as applied to transport infrastructure assets were used as exemplars to investigate the study objective. Findings – Inconsistent asset value and depreciation practices were found to impact on key financial performance indicators included as part of the financial health check criteria which, in turn, were used by decision‐makers in their examination of a council's ability to continue as a viable going concern. Practical implications – Findings pave the way for future research to determine if any causal relationship exists between decisions regarding accounting for transport infrastructure assets and political policies current at the time. Originality/value – Very little research has occurred in Australia examining the accuracy of figures included in decision‐making. This paper lays the foundation for future research in other countries where local government reported figures are used in anyway by various stakeholders for political or other decision making.

Homelessness research is identified as one example of sensitive social research that engages ‘vulnerable’ (Liamputtong, 2007, p. 4) participants as well as an area of difficult research practice. This chapter explores how using qualitative research methodologies have led us to reinterpret aspects of our research practice and to develop an inclusive approach in our work on homelessness. In articulating our approach, we explore influences shaping the context of our research practice and ideas that are effective in researching homelessness. We present these as key principles informing our approach, alongside strategies we have developed for enacting inclusive research practice.

This article delves into the new rules concerning insider trading and protection for prearranged trades, which were adopted at the same time Regulation FD was adopted. This starts with the basics of 10 b‐5 insider trading and then it moves into the specifics and the application of the new rules. This is also a discussion of affirmative defenses available for trading plan.