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Securities Law

A research guide for federal and state securities law

About SEC Filings

Public companies, brokers, and certain individuals are required to file financial information with the SEC. These filings contain a wealth of information about the filing companies. While the filings are designed to inform investors in making financial decisions, filings can also be a useful source of market research and competitive intelligence for small businesses, as well as revealing economic trends. Corporations may look at competitors' filings when preparing their own, for example, to see how competitors are framing their statements of risk factors.

Finding Filings

The SEC's free EDGAR database of filings contains a wealth of information. BYU Law subscribes to additional research tools that provide advanced search capabilities.

Insider Trading

Form 3. The initial statement of ownership filing for corporate insiders--directors, key corporate officers and owners of more than ten percent of a class of company securities.

Form 4. Insiders must file this form when they change their ownership position in the company's securities.

Form 5. For reporting transactions that should have been reported earlier or qualified for deferred reporting. 

Financial Filings

10-K. The annual, comprehensive financial statement of a company. Shows the company's cash position, balance sheet, and income statement. The company must provide an overview of its business operations, risks it faces or may face, and management's discussion and analysis (MD&A) explaining the financial information contained in the report. The 10-K also contains an auditor's report, usually expressing the auditors' "unqualified opinion" that the financial information contained in the 10-K represented an accurate snapshot of the company.

10-Q. Similar to the 10-K but covers only a quarter of the year (three-month period) and is not audited. 

8-K. Reports the occurrence of significant corporate events that would be of interest to shareholders, such as bankruptcy, entering into a material agreement, buying or selling assets, changes in accountants, and many more.

Other

S-1. Registration statement for the Initial Public Offering (IPO).

S-3. Registration form for the new issuance of securities by public company.

S-8. Registration statement for securities issued under an employee stock option plan.

Proxy Statements. Filed before shareholder meetings, these statements describe voting procedure, information about candidates for boards of directors including salary and perks, and other material information.

 

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