exchange act rule 0 12

[January 27, 2023]. Question: Is it necessary for a majority of the board of directors of the registrant to sign an amendment to a Form 10-K? Relevant considerations may include: who is responsible for engaging the external auditor and for pre-approving audit and non-audit services? Question: Must co-principal executive officers (or co-principal financial officers) execute separate certifications or may both execute the same certification? In such a case, each trust, estate or account is a distinct holder of record for purposes of Sections 12(g) and 15(d). Question: Does Rule 12a-5 provide an exemption from registration for poison pill rights under stockholder rights plans? 117-121. As a result, the Rule 10b5-1(c)(1)(i)(B)(3) defense would be unavailable. In this example, the person has retained discretion over the timing of the option exercise. The person does not communicate any information to the broker that could influence when sales would occur. The effect of the instruction is to deem the Part III information to have been timely filed on the due date applicable to the Form 10-K. Exchange Act Rule 17a-4 Amendments Chart of Significant Changes Rule 17a-4(f) Current Rule Amended Rule Definitions Firms may use "electronic storage media" to maintain and preserve required records. [Mar. Question: Assume that the written trading plan described in Question 120.11 also includes a provision requiring the number of securities to be sold during each month to be reduced, if necessary, to comply with applicable volume limitation under Rule 144(e). Question: An issuer files a Form 12b-25 in connection with a periodic report, and then files a Form 15 under Rule 12g-4 during the Rule 12b-25 extension period. A company must always file the Form 10-K for the fiscal year in which the registration statement is declared effective. Two months later, he wishes to exercise the option. Once the Form 25 is effective the company may file a Form 15 which will immediately suspend its Exchange Act reporting obligations. The sale was not pursuant to a contract, instruction or plan that did not permit the person to exercise any subsequent discretion over how, when, or whether to effect purchases or sales. The Form 10-K must be amended by the 120th day to disclose the Part III information if the definitive proxy statement has not been filed, as stated in the general instruction. Answer: Yes. Question: At a time when she is not aware of material nonpublic information, a person writes a call option, giving the option purchaser the right at any time during the life of the option to buy 10,000 shares from her at a fixed exercise price. Question: What fee rates apply to repurchases of securities and to proxy solicitations and statements in corporate control transactions? The SEC amended Rule 17a-4 on October 12, 2022 to modify the requirements regarding the maintenance and preservation of electronic records, the use of third-party recordkeeping services to hold records, and the prompt production of records. Answer: No. Question: Are there any additional extensions for the timely filing of periodic reports beyond those provided in Rule 12b-25? [September 30, 2008]. To implement the sales, the plan provides that on the last day of each month the person will place a limit order with a broker, valid until the last day of the next month, to sell 10,000 shares at or above $20 per share. First, the person could have exercised discretion not to pay the loan, resulting in default and the transfer of the securities. [December 8, 2016]. The successor later learned that at the time of the merger, the predecessor had fewer than 300 record shareholders. Answer: If a limit order is discretionary, the discretion granted to the broker over the timing of a sale would require the conditions of Rule 10b5-1(c)(1)(i)(B)(3) to be satisfied for a defense to be available. Answer: Yes. The Commission originally proposed a version of the rule that would have looked through to the beneficial owners of the street-name securities, but adopted the rule in a form that does not produce this result. Question: May the principal executive officer and principal financial officer of an issuer omit certain paragraphs from the certifications required by Rules 13a-14(a) and 15d-14(a) when the issuer is filing an amendment to a periodic report? May it continue to use the foreign private issuer forms and rules until it retests its foreign private issuer status on the next determination date? [Mar. Question: Can a registrant that filed a Form 12b-25 subsequently rely on the COVID-19 Order (Release No. 25, 2009]. The Division staff ordinarily will not accelerate termination of Section 12(g) registration under Rule 12g-4 where an Exchange Act event is anticipated. Filers that are unable to submit or post Interactive Data Files when required must comply with the hardship exemption requirements of either Rule 201 (temporary hardship exemption) or Rule 202 (continuing hardship exemption) of Regulation S-T. Between the date of filing the Form 25 and the effective date of the delisting under Rule 12d2-2(d)(1), a periodic report becomes due. Question: For a class of securities that is being delisted from a national securities exchange, may a Form 15 be filed with respect to that class of securities before the effective date of the delisting pursuant to a Form 25? Question: What filings should a non-reporting foreign private issuer make when it succeeds to the reporting obligation of an issuer under Exchange Act Rule 12g-3? If the margin account contract did not permit the insider to exercise any subsequent influence over how, when, or whether to effect purchases or sales, and the broker did not in fact give the person the opportunity to substitute or provide additional collateral or cash, a defense would be available under Rule 10b5-1(c)(1)(i)(B)(3) if the broker is not aware of material nonpublic information in selling the margined securities. 25, 2009]. [Mar. [September 30, 2008]. If a filer does not file its proxy statement or amend its Form 10-K within 120 days, it would be considered an untimely filer. Question: An issuer files a Form 25 to delist a class of securities from a national securities exchange and to terminate the Section 12(b) registration of that class. [Mar. Question: For purposes of the definition of foreign private issuer in Securities Act Rule 405 and Exchange Act Rule 3b-4(c), how does an issuer determine whether its business is administered principally in the United States? As discussed in Question 130.02, voluntary filers submit Exchange Act reports without being obligated to do so pursuant to Section 13(a) or 15(d) of the Exchange Act. Similarly, a company that must file a registration statement on Form 10 to register a class of securities under Section 12(g) must include financial statements for its previous fiscal year. view historical versions Title 17 Chapter II Part 240 View Full Text Previous Next Top An issuer may not look to Exchange Act Rule 0-3(a) to avoid filing the periodic report in the event that the due date of the periodic report falls on a Saturday, Sunday or federal holiday and the effective date of the delisting occurs on the first business day following that due date. Who signs the certification? The 401(k) plan also allows employees to transfer the assets in their accounts among funds within the plan (including the employer stock fund) through fund-switching transactions. Material may be filed by delivery to the Commission, through the mails or otherwise. The same analysis applies whether the option is a put or a call. The issuer is not permitted to file a special financial statement report containing such audited financial statements pursuant to Rule 15d-2 (as opposed to an annual report in accordance with Rule 13a-1). Question: If the certifications required by Rules 13a-14(a) and 15d-14(a) are not included as exhibits to a Form 10-K or 10-Q, and an amendment will be filed to include the certifications as exhibits, must the entire periodic report be re-filed or can the amendment include only the signature page? [Mar. [September 30, 2008], 252.01 Rule 12g5-1 does not require an issuer to look through record ownership to the beneficial holders in determining whether it has 500 security holders for purposes of registration under Section 12(g) of the Exchange Act. Instead, the analysis would focus on whether the person was aware of material nonpublic information at the time she places the market order. Exchange Act Rule 0-12 describes the procedures for seeking an exemption under Section 36. Is a Form 15 required to be filed under Rule 12h-3 as a condition of the suspension? Question: At a time when she is not aware of material nonpublic information, a person obtains a bank loan to invest in real estate, and pledges securities as collateral. It is uncertain as to its ability to file the required report within the applicable Rule 12b-25(b)(2)(ii) period. Members of the public flooded the State Capitol again on Tuesday. 25, 2009]. Shortly thereafter, the foreign issuer reincorporates in Delaware. Controls and procedures with respect to interactive data fall within the scope of "disclosure controls and procedures." [Mar. Question: If a registrant with a December 31 fiscal year-end files a Form 10 in November 2007 which goes effective in January 2008, what is the first Form 10-K that the registrant is required to file? Thus, the company would be eligible to use Form S-3 only after it subsequently filed its Exchange Act reports on a timely basis for 12 calendar months after the original Form 10-K due date. 7881 (Aug. 15, 2000), text at fn. In such situations, the Commission assigns an Exchange Act file number for the successor holding company when the Form 8-K is filed. 1338. An ESOP is not a voting trust under Rule 12g5-1(b). In 240.0-1 to 240.24b-3, the numbers to the right of the decimal point correspond with the respective rule numbers of the rules and regulations under the Securities Exchange Act of 1934. The Rule 10b5-1(c) defense would be available for transactions following the alteration only if the transactions were pursuant to a new contract, instruction or plan that satisfies the requirements of Rule 10b5-1(c). Question: How is the number of record holders determined under Rule 12g5-1? 25, 2009]. 25, 2009]. This is because the terms of the margin account contract would permit him to exercise subsequent influence over how, when, or whether to effect purchases or sales. The purpose of the disclosure in these circumstances is to alert dealers required to deliver a prospectus in the 90 days after the effective date of their additional responsibilities under Rule 15g-9 if the trading price falls below $5. [September 30, 2008]. [September 30, 2008]. Where the person retains any discretion to substitute or provide additional collateral, or to repay the loan before the pledged securities may be sold, Rule 10b5-1(c)(1)(i)(B)(3) does not provide a defense. release. A Form 12b-25 filing does not extend the original due date of a report. [September 30, 2008], STAY CONNECTED Answer: This is a question of fact. Question: When a registrant is amending multiple Exchange Act reports at the same time, may it do so in a single filing? Answer: Yes, it is permissible to use a plain English equivalent in lieu of the words, "pursuant to Item 402 of Regulation S-K." [Feb. 11, 2011]. Answer: No. Answer: Co-principal executive officers (or co-principal financial officers) should each execute separate certifications. (2) The term ''facility'' when used with respect to an ex-change includes its premises, tangible or intangible property Question: Does canceling one or more plan transactions affect the availability of the Rule 10b5-1(c) defense for future plan transactions? 7881 (Aug. 15, 2000) at fn. The Section 15 (d) reporting requirements are scaled down from the Exchange Act reporting requirements for a company with a class of securities registered under Section 12. [January 27, 2023]. After the offering, the issuers net tangible assets will be less than $2 million and the common stock will not be an NMS Stock, as defined in Section 242.600(b)(47) of Regulation NMS. [September 30, 2008]. Answer: Because situations exempted by Rule 12h-3 (e.g., there are fewer than 300 security holders of record in the middle of a fiscal year) do not meet the literal test of Section 15(d), Rule 12h-3 requires the filing of Form 15 as a condition of the suspension. The in connection with requirement is satisfied when a fraud coincides with a securities transaction. Rule 12b-25 is available to registrants filing special financial reports under Rule 15d-2. The bank proceeds against the stock that was posted as collateral and sells it in the open market. After filing the Form 25, the issuer files a Form 12b-25 with respect to a periodic report that is due between the date it filed the Form 25 and the effective date for the delisting under Rule 12d2-2(d)(1). [September 30, 2008]. Answer: The form already includes the representation, so modification is unnecessary. Answer: No. An amendment to Form 10-K does not require signatures of the majority of the board of directors. Question: A companys obligation to file periodic reports was automatically suspended under Section 15(d) for fiscal year 2007 because the class of securities at issue was held by less than 300 record holders on the first day of the companys fiscal year. Section 10(b) and Rule 10b-5 apply to any fraudulent conduct "in connection with the purchase or sale of any security." Answer: If an employee acts in good faith and is not aware of material nonpublic information at the time she provides written or oral instructions as to payroll deduction purchases, a defense would be available for those purchases under Rule 10b5-1(c). (a) All papers required to be filed with the Commission pursuant to the Act or the rules and regulations thereunder shall be filed at the principal office in Washington, DC. An application must be submitted to the Office of the Secretary either in paper or electronic format. The Rule 13a-1 annual report would be due at the same time as any other such annual report. See Exchange Act Release No. [September 30, 2008]. 25, 2009]. [September 30, 2008], 260.01 An issuer goes effective with a Securities Act registration statement after its fiscal year end without including audited financial statements as of such year end in such registration statement. Answer: Possibly, depending upon the facts and circumstances. The text of Rule 15c2-12 is provided in Attachment A. Consequently, if he is aware of material nonpublic information at the time of exercise, no defense will be available under Rule 10b5-1(c). The person wishes to continue sales under the plan pursuant to its original terms.