Foreign Corrupt Practices Act (FCPA) is the primary piece of legislation in the U.S. that illegalizes the bribing of foreign officials by U.S. citizens and employees of U.S. listed companies. The FCPA consists of two main provisions; one...
securities
foreign direct investment
The International Monetary Fund (“IMF”) defines foreign direct investment (“FDI”) as a “cross-border investment” in which an investor that is “resident in one economy [has] control or a significant degree of influence on the management of an...
Form 10-K
Form 10-K is a Securities and Exchange Commission (SEC) periodic report that public companies file to disclose the material results of their business operation for their past fiscal year.
The Form 10-K provides a...
Form 10-Q
Form 10-Q is a Securities and Exchange Commission (SEC) periodic report that public companies file to disclose the results of their business operation for their past fiscal quarter.
The disclosures in a 10-Q are similar to...
Form 8-K
Form 8-K is a Securities and Exchange Commission (SEC) periodic report that public companies file to disclose material changes. Unlike Form 10-K and Form 10-Q, which are filed annually and quarterly, respectively, a public company files a...
Form S-1
Form S-1 is the registration statement that the Securities and Exchange Commission (SEC) requires domestic issuers to file in order to publicly offer new securities. That is, issuers file S-1s for initial public offerings (IPOs) and follow-on...
Form S-3
Form S-3 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting company issuers to file in order to issue shelf offerings.
OverviewGenerally, under Section 5 of the Securities...
Form S-4
Form S-4 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting companies to file in order to publicly offer new securities pursuant to a merger or acquisition.
Section 5 of the...
Form S-8
Form S-8 is the registration statement that the Securities and Exchange Commission (SEC) requires issuers to file in order to issue securities as part of an employee benefit plan. That is, companies must file a Form S-8 when they want to...
fraud-on-the-market theory
Fraud-on-the-market theory is the idea that, since stock prices incorporate material information, material fraudulent statements will affect stock prices. The theory is most often invoked in class action cases alleging Rule 10b-5 securities...