Ongoing disclosure obligations under the Securities Exchange Act of 1934 can be a challenge. Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy disclosures consume a substantial amount of management team resources. And the burden continues to grow as Congress and the Securities and Exchange Commission add to already weighty existing disclosure requirements. To name just a few, public companies are now subject to disclosure obligations under the Iran Threat Reduction and Human Rights Act as well as under Dodd-Frank with respect to the use of conflict minerals and CEO pay ratios.
You need experienced public company lawyers to help navigate the intricacies of these rules.Even an inadvertent and relatively minor failure to comply assiduously with the public company reporting regime may have significant negative consequences, including exposure to liability under Section 10 of the Exchange Act and Rule 10b-5 thereunder and a loss of eligibility to raise capital using short form registration on Form S-3. Of course, principal executive officers and principal financial officers may even be subject to criminal liability for filing false certifications under 18 U.S.C. Sec. 1350, as mandated by Section 906(a) of the Sarbanes-Oxley Act.
Exchange Act Section 16 Compliance
Compliance with the Section 16 disclosure and short-swing profits rules is the responsibility of the officer, director or 10% holder who owns or engages in a transaction in equity securities of the company. Practically, that responsibility is often assumed by the company, perhaps by you or your staff. Whether you’re filing for yourself or someone else, let us take an item off of your to-do list.
Our Service
Representation of public companies in complying with their Exchange Act disclosure obligations has been a regular part of our public company attorneys’ practice for over fifteen years. In addition to ongoing compliance support, our lawyers advise on new developments in applicable standards, whether in the form of amendments to the Exchange Act and Regulation S-K, SEC rulemaking, Compliance and Disclosure Interpretations, MD&A guidance, PCAOB rules or NYSE and Nasdaq listing standards. And they have developed sophisticated knowledge-management tools designed to facilitate rules-checks and the efficient preparation of all of your filings.
If you’re looking for experienced support for your public company disclosure needs, our Dallas public company lawyers can help.
