Corporate Governance Regulatory Compliance & Disclosure 1

Question 1

Which SEC form must public companies use to file their annual report?

Accepted Answer

Form 10-K

Answer

Form 10-K is the SEC's required annual report form for public companies, containing audited financial statements, management discussion, and governance disclosures.

Question 2

What is 'Regulation FD' (Fair Disclosure)?

Accepted Answer

An SEC rule prohibiting companies from selectively disclosing material information to certain investors before the public

Answer

Regulation FD prohibits selective disclosure of material nonpublic information, requiring companies to publicly disclose material information to all investors simultaneously.

Question 3

What does a CEO and CFO certify in the SOX Section 302 certification?

Accepted Answer

They have reviewed the report, it is not misleading, and they are responsible for internal controls

Answer

SOX 302 requires the CEO and CFO to personally certify that they have reviewed quarterly and annual reports, that reports are not materially misleading, and that they are responsible for disclosure controls.

Question 4

What is an '8-K' filing?

Accepted Answer

A current report that must be filed within four business days of a material corporate event

Answer

Form 8-K is a current report filed with the SEC to disclose material events such as earnings releases, leadership changes, mergers, or other significant developments.

Question 5

What is the SEC's 'materiality' standard for disclosure purposes?

Accepted Answer

Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision

Answer

The Supreme Court's Basic v. Levinson standard defines material information as anything a reasonable investor would consider important when making an investment decision.

Corporate Governance Practice Test

Corporate Governance Practice Test

Corporate Governance Regulatory Compliance & Disclosure 1