Periodic Reporting and Regulation FD

What this video covers

• The two independent triggers for Securities and Exchange Commission (SEC) registration under the Exchange Act: exchange listing versus the $10 million assets plus 2,000 holders threshold
• The three core periodic reports (Form 10-K, Form 10-Q, and Form 8-K), their content, and why there is no Q4 10-Q
• The four business day deadline for Form 8-K versus the 24-hour calendar deadline under Reg FD, and why mixing them up is a classic exam trap
• When Reg FD requires simultaneous public disclosure versus when the 24-hour cure period applies, and what counts as intentional versus unintentional selective disclosure
• The exclusions from Reg FD coverage, including non-disclosure agreements (NDAs) with investment bankers, attorneys, and rating agencies
• The bring-down diligence workflow and why prospectus liability locks at the contract of sale at pricing, not at delivery of the final prospectus
• The SEC's authority to revoke registration for noncompliance and the 10 business day cap on emergency trading suspensions