EDGAR is a process through which all companies (foreign and domestic) have to file registration statements and periodic reports electronically. Using this, anyone can easily access and download information related to the company for free.
This search will also help in retrieving real-time information about a company like it’s a state of transportation, telephone number, address, Central Index Key number, SIC (Standard Industrial Classification) code, and name of the company.
SEC Form S-1
Form S-1 is a registration filing form to let companies complete the registration of those securities that come under the ‘Truth in Securities Act’ (Securities Act of 1993). Through S-1, companies have to disclose the description of the company’s business and properties.
It contains the basic financial and business information about the issuer with respect to securities offerings. Investors can use the prospectus to consider the positive aspects of offerings and to make an educated decision about investment.
Also, they are required to provide a description of the security provided, information related to management that is running the company, its financial statements, and more. The filings also include information related to total share offered, overall price per share, and the investment prospectus to give information to the investors.
Primarily, the law was created to protect investors from the stock market crash of 1929. The law aims to ensure transparency in financial statements so that investors can make a strong decision about investments.
It became the first federal legislation that took power from the state and put it in the hands of the federal government. Also, it was established to fight against misrepresentation and fraudulent activities in the securities market.
The Registration Process In 1993 Security Act:
Ideally, the securities sold in the U.S should be registered; the registration form companies will provide essential facts, thereby lowering the burden and expenses of complying with the law. Generally, the registration form includes:
- Information about the management of the company
- Minor details of the security that is offered for sale
- A description of the company’s business and properties
- Financial statements offered by independent accounts
Furthermore, some securities are exempted from the act. Below are some mentioned:
- Securities by federal governments, state and municipal
- offerings of limited size
- Intrastate Offerings
- Private offerings to a limited number of institutions and persons
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Some Other Laws That Govern The Security Industry Are:
Security Exchange Act 1994:
With Security act 1994, the Securities and Exchange Commission was created by Congress. The act provides the SEC with broad authorities in all aspects of the security industry. It also includes the power to regulate, register, and oversee brokerage firms, clearing agencies, transfer agents, and other nation’s self-regulatory organizations. This act identifies and bans various conducts in the market and also gives Commission all the disciplinary powers to regulate entities and the persons that are associated with them.
- Proxy Solicitations: The security act of 1994 governs the disclosure that is used to attract shareholders in special meetings that are held for electing directors. Later, this information should be filled with the commission to ensure its compliance with all disclosure rules.
- Corporate Reporting: Companies having more than $10 million as assets and have more than 500 owners should file all public reports. These reports are available through SEC’s EDGAR database.
- Insider Trading: This law also prohibits fraud activities of any kind with purchase, sale, and connection of securities. These provisions are also the basis of many disciplinary actions, which include actions against fake insider trading. Further, insider trading is illegal when someone trades security in violating the duty to keep the information or to ward off from trading.
- Registration of Associations, Exchanges, And More: The act includes various market participants to make them register with the commission; it includes dealers, exchanges, brokers, clearing agencies, transfer agents, and more. To register for these organizations, you need to file disclosure documents that should be updated regularly. Also, the exchange and FINRA (Financial Industry Regulatory Authority) are called as SRO (self-regulatory Organizations).
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Trust Indenture Act 1939:
This act applies to debt securities like debentures, notes, bonds, and more that are available for sale. With this, the securities are not offered for sale, unless there’s a formal agreement between the bondholder and the issuer.
Also, this law prohibits bond issues that are valued at over $5 million without giving any formal agreement. With this, the trustees have to make a list of investors available so that they can communicate with ease.
Besides, there are securities like municipal bonds, which are not subjected to exemptions. If you want any information related to the total number of shares that are offered, our SEC Filing Tracker will help you. Just write down the company’s name, ticker number, and CIK to search for the latest documents and company.
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