What Must Public Companies Disclose?

What Must Public Companies Disclose?

Author: Stephanie Tsacoumis

Publisher:

Published: 2019

Total Pages: 0

ISBN-13: 9781641054584

DOWNLOAD EBOOK

This book is a primer on the disclosure requirements applicable to public companies and their executive officers and directors.


Regulation of Corporate Disclosure, 4th Edition

Regulation of Corporate Disclosure, 4th Edition

Author: Brown

Publisher: Wolters Kluwer

Published: 2016-12-15

Total Pages: 2350

ISBN-13: 145488634X

DOWNLOAD EBOOK

The Regulation of Corporate Disclosure is a one-volume treatise on the disclosure regime in place under the Federal securities laws. The treatise addresses the formal disclosure process (periodic reports, MD&A, Regulation FD), the informal disclosure process (press releases, social media, discussions with analysts), and the application of the antifraud provisions to these communications. The treatise includes chapters on scienter and materiality, and also addresses communications with and disclosure obligations to shareholders. The Fourth Edition has been significantly revised and, among other topics, includes coverage of: The duties and responsibilities of corporate officials relating to the disclosure process The most recent cases addressing disclosure issues, including decisions by the Supreme Court on topics such as the application of the antifraud provisions to beliefs and opinions Pronouncements by the U.S. Securities and Exchange Commission on disclosure issues, including consideration of the SEC's efforts to improve disclosure effectiveness The developing need to consider disclosure of public interest matters, including the effects of climate change on a company's business The disclosure requirements applicable to the proxy process, including the system for uncovering the identity of street name owners State disclosure obligations of the board of directors under its fiduciary obligations to shareholders.


On Requiring Public Companies to Disclose Political Spending

On Requiring Public Companies to Disclose Political Spending

Author: Michael D. Guttentag

Publisher:

Published: 2015

Total Pages: 71

ISBN-13:

DOWNLOAD EBOOK

Mandatory disclosure is a central feature of securities regulation in the United States, yet there is little agreement regarding precisely how the Securities and Exchange Commission (“SEC”) should determine what public companies are required to disclose. The current debate about whether the SEC should require the disclosure of political spending by public companies is but one example of this lack of consensus.In this Article I first answer the more general question of how to evaluate any proposed public company mandatory disclosure requirement. I then apply this new evaluation method to the specific question of whether public companies should be required to disclose political spending. This analysis shows, based, in part, on previously unpublished empirical findings, that the evidence does not support requiring public companies to disclose political spending.


An Argument for Imposing Disclosure Requirements on Public Companies

An Argument for Imposing Disclosure Requirements on Public Companies

Author: Michael D. Guttentag

Publisher:

Published: 2009

Total Pages: 74

ISBN-13:

DOWNLOAD EBOOK

This Article addresses the lack of adequate justification for federally imposed disclosure requirements by starting de novo, and considering anew which, if any, disclosure requirements should be imposed on public companies. To do this, the significant costs and benefits of public company disclosures are identified. Then a market failure argument for regulating public company disclosures is developed. Finally, this framework is used to evaluate a specific disclosure requirement. The analysis leads to a surprising conclusion. Federal public company disclosure requirements are inadequate in at least one important respect, not because there are too many disclosure requirements, but because there are too few. Public company managers should be required to disclose substantially more of the information they use to manage their firms' operations than they are currently required to disclose.


Public Company Deskbook

Public Company Deskbook

Author: Robert E. Buckholz, Jr.

Publisher:

Published: 2015-02-07

Total Pages: 0

ISBN-13: 9781402423154

DOWNLOAD EBOOK

Expanded and completely reorganized to meet the needs of today's increasingly prescriptive environment, Public Company Deskbook: Complying with Federal Governance and Disclosure Requirements is your one-stop center for expert counsel on how to deal effectively with the overlapping legislative, regulatory and private initiatives to reform public company governance and disclosure practices over the past decade. The enhanced Deskbook provides in-depth practical guidance centered around each of the following areas: Board Structure & Governance; Shareholder Meetings; Audit Committee, Auditor Policy & Auditor Disclosure; Compensation Committee, Compensation Policy & Compensation Disclosure; Public Company Reporting & Compliance; and Corporate Investigations & Whistleblowing. Included are numerous sample forms, checklists and documents, such as sample committee charters, director and officer questionnaires and annual meeting timelines for both NYSE- and Nasdaq-listed companies. Also addressed are current shareholder relations, including the prevalence, SEC-profile and outcome of common shareholder proposals, an analysis of proxy-advisor withhold recommendations and a comprehensive activist update. Written by three partners with Sullivan & Cromwell LLP, Public Company Deskbook: Complying with Federal Governance & Disclosure Requirements, Third Edition is an indispensable resource for securities practitioners, compliance officers, directors, officers, accountants, auditors, and research analysts, and an important reference for securities regulators.


Effective Company Disclosure in the Digital Age

Effective Company Disclosure in the Digital Age

Author: Gill North

Publisher: Kluwer Law International B.V.

Published: 2015-10-16

Total Pages: 386

ISBN-13: 9041168184

DOWNLOAD EBOOK

Effective corporate reporting and disclosure are critical in financial markets to promote vigorous competition, optimal performance, and transparency. This book examines whether existing disclosure frameworks in eight countries with the world's most significant securities exchanges achieve these objectives, and then, drawing on extensive empirical findings, identifies the policies and practices that contribute most to improving the overall quality of listed company reporting and communication. Contending that public disclosure of listed company information is an essential precondition to the long-term efficient operation of financial markets, the book provides analysis of such issues and topics as the following: - arguments for and against mandatory disclosure regimes; - key principles of periodic and continuous disclosure regulation; - tensions between direct and indirect investment in financial markets; - assumptions concerning the need to maintain a privileged role for financial intermediaries; - intermediary, analyst, and research incentives; - protection of individual investors; - selective disclosure; - disclosure of bad news; - the role of accounting standards; - public access to company briefings; - long term performance reporting and analysis; and - company reporting developments. A significant portion of the book provides an overview of disclosure regulation and practice in the United States, Canada, Germany, the United Kingdom, Japan, Hong Kong, Australia, and Singapore. A highly informative survey looks at company reports, disclosures, and websites of large listed companies, including Microsoft, Citigroup, Teck Resources, Deutsche Bank, BP, Sony, PetroChina Company, BHP Billiton, and Singapore Telecommunications. The book discusses common disclosure issues that arise across jurisdictions, provides valuable insights on the efficacy of existing disclosure regulation and practice, and highlights the important principles, processes, and practices that underpin best practice company disclosure frameworks. It will be welcomed by company boards and executives and their counsel, as well as by policymakers and scholars in the areas of corporate, securities, banking and financial law, accounting, economics and finance.


Angel Investing

Angel Investing

Author: Joe Wallin

Publisher: Holloway, Inc.

Published: 2020-07-01

Total Pages: 244

ISBN-13: 1952120497

DOWNLOAD EBOOK

Angel Investing: Start to Finish is the most comprehensive practical and legal guide written to help investors and entrepreneurs avoid making expensive mistakes. Angel investing can be fun, financially rewarding, and socially impactful. But it can also be a costly endeavor in terms of money, time, and missed opportunities. Through the successes, failures, and collective experience of the authors you’ll learn how to navigate the angel investment process to maximize your chances of success and manage downside risks as an investor or entrepreneur. You’ll learn how: - Lead investors evaluate deals - Lawyers think through term sheets - To keep perspective through losses and triumphs This book will also be of use to founders raising an angel round, who will be wise to learn how decisions are made on the other side of the table. No matter where you’re starting from, this book will give you the context to become a savvier thinker, a better negotiator, and a positive member of the angel investing and startup communities.


IPO Disclosures are Ripe for Reform

IPO Disclosures are Ripe for Reform

Author: Aswath Damodaran

Publisher:

Published: 2022

Total Pages: 0

ISBN-13:

DOWNLOAD EBOOK

Current financial disclosure rules let would-be public companies paint a too-rosy picture while obscuring information that investors should know. Pre-IPO disclosures have grown increasingly bloated but typically lack information relevant to the likelihood of success for new business models. The authors propose "triggered" disclosures tailored to a company's value drivers, wherein claims about customer value and potential market size must be supported by the consistent, objective collection of baseline data.