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A Comprehensive Guidebook on SEC Compliance

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Before starting this self study program, please go through the instructional document.

Overview

  • History and Structure
    6 mins
  • Securities Act of 1934
    11 mins
  • Division Trading and Markets
    19 mins
  • Division of Economic and risk analysis
    36 mins
  • Proxy Statement
    69 mins
  • SEC 2018-2022 Strategic Plan
    100 mins
  • History
    123 mins
  • Article 2- Auditor Independence
    164 mins
  • Management and Certain Security Holders
    217 mins
  • Definition of Terms Used In S-X
    256 mins
  • Changes Adopted in late 2020
    311 mins
  • SEC Rulemaking
    364 mins

Course Description

Session 1 - SEC Segment 1: SEC Authority and Responsibilities

The U.S. Securities and Exchange Commission (SEC) founded by President Franklin D. Roosevelt in 1934.  It was created by Section 4 of the Securities Exchange Act of 1934  It is comprised of a large independent agency of the United States federal government that was created following the stock market crash in the 1920s to protect investors and the national banking system. The primary purpose of the SEC is to enforce the law against market manipulation. 

The SEC created has created a host of regulation which they enforce

  • The Securities Exchange Act of 1933
  • The Securities Exchange Act of 1934
  • The Trust-Indenture Act of 1939
  • Investment Company Act of 1940
  • Investment Advisers Act of 1940
  • Gramm-Leach Bliley Act of 1999 
  • The Sarbanes-Oxley Act of 2002 
  • The Dodd-Frank Act of 2010
  • Various other legislations
The SEC has a three-part mission: 

  • To protect investors
  • Maintain fair, orderly, and efficient markets 
  • Facilitate capital formation 
Who Should Attend

  • Finance professionals
  • Accounting professionals
  • Auditing Professionals
  • Compliance Professionals
  • Board and Executive management of public companies or companies considering an IPO
Topics Covered:

  • Learn more about specific SEC structure, functions and responsibilities carried out by various divisions and offices within the Washington D.C. headquarters and regional offices around the country.
  • This course focuses on the purpose and structure of the SEC and its role in financial accounting and reporting compliance for publicly traded companies.  We will also do a high level introduction to various important forms to file with the SEC. A deep dive into many of these forms will be completed in a separate webinar.

This Online Accounting CPE Course is one of the best courses for Accountants and Approved for CPE Credits for CPA,CMA,CIA & Others. It's a Part of Series:

Session 2 - SEC Segment 2: SEC Mandates and Objectives

As outlined in our introductory course to Understanding the SEC, there are many compliance rules and regulations that publicly traded companies must follow.  In addition, the SEC has far reaching powers in the oversight of the various legislations and can assess penalties to companies (or accounting firms), who do not adequately comply with those mandates.

While most violations of securities laws are enforced by the SEC and the various securities regulatory organizations it monitors, state securities regulators can also enforce statewide securities blue sky laws. The SEC also works with federal and state law enforcement agencies to carry out actions against actors alleged to be in violation of the securities laws.

This Online Accounting CPE Course is one of the best courses for Accountants and Approved for CPE Credits for CPA,CMA,CIA & Others. It's a Part of Series:

Session 3 - SEC Segment 3: Focus on Regulation S-K, S-X and Form 8-K

SEC Filing and Reporting Requirements – Regulation S-X, S-K and 8K

As part of the SEC mission to protect investors, the SEC outlines an abundance of reporting requirements for publicly traded companies.  This course will delve into Regulation S-X, S-K and 8K that lays out reporting requirements for various SEC filings used by public companies.   

Regulation S-X is a prescribed regulation in the U.S. that lays out the specific form and content of financial reports, specifically the financial statements of public companies. Regulation S-X extends the meaning of the term 'financial statements' to include all notes to the statements and all related schedules. Regulation S-X is closely related to Regulation S-K lays out reporting requirements for various SEC filings and registrations used by public companies. Regulation S-X profoundly affects internal and external accountants, auditors and officers and numerous officials, employees and contractors of publicly reporting companies.  Because of the need for accurate reporting, any operation of a company may be affected to require ultimate compliance with Regulation S-X and the Sarbanes-Oxley Act.

In  a company's history, Regulation S-K first applies with the Form S-1 that companies use to register their securities with the  SEC as the “registration statement” under the SEC Act of 1933.   Thereafter, Regulation S-K applies to the ongoing reporting requirements in documents such as forms 10-K and 8-K. 

Regulation S-K applies to:

  • Registration statements under the Securities Act to the extent provided in the forms to be used for registration under that Act.
  • Registration statements under section 12 of the Securities Exchange Act of 1934
  • Annual or other reports under sections 13 and 15(d) 
  • Going-private transaction statements under section 13.
  • Tender offer statements under sections 13 and 14;[5]
  • Annual reports to security holders and proxy and information statements under section 14; and
  • Any other documents required to be filed under the Exchange Act, to the extent provided in the forms and rules under that Act.

A public company is initially impacted by Regulation S-K with its IPO (initial public offering of shares). Form S-1 contains the basic business and financial information on an issuer with respect to a specific securities offering. Investors may use the prospectus to consider the merits of an offering and make educated investment decisions. A prospectus is one of the main documents used by an investor to research a company prior to an initial public offering.

An 8-K is a report of unscheduled material events or corporate changes at a company that could be of importance to the shareholders or the SEC. Also known as a Form 8K, the report notifies the public of events, including acquisitions, bankruptcy, the resignation of directors, or changes in the fiscal year.

Audience

  • Finance professionals
  • Accounting professionals
  • Auditing Professionals
  • Compliance Professionals
  • Board and Executive management of public companies or companies considering an IPO

Topics Covered

This session will provide the participant with an overview of the SEC filing and financial reporting requirements related to Regulation S-K from the accountant's perspective. We will discuss elements that accountants and auditors must be aware of when preparing those filings as well as obtain an understanding of reference materials available.  This includes a discussion of the various sections of regulation S-X and S-K and 8K.

This Online Accounting CPE Course is one of the best courses for Accountants and Approved for CPE Credits for CPA,CMA,CIA & Others. It's a Part of Series:

Session 4 - SEC Segment 4: SEC Reporting Focus on 10-K, 10-Q and 8-K

A 10-K is a comprehensive report filed annually by a publicly-traded company about its financial performance and is required by the SEC.  The report contains much more detail than a company's annual report which is sent to its shareholders before an annual meeting. Some of the information a company is required to document in the 10-K includes its history, organizational structure, financial statements, earnings per share, subsidiaries, executive compensation, and any other relevant data.

The SEC requires this report to keep investors aware of a company's financial condition and to allow them to have enough information before they buy or sell shares in the corporation, or before investing in the firm’s corporate bond.  The 10K includes five distinct sections

  • Business. Provides an overview of the company’s main operations, including its products and services/
  • Risk factors. Outline any and all risks the company faces or may face in the future. 
  • Selected financial data. Details specific financial information about the company over the last five years. 
  • Management’s discussion and analysis of financial condition and results of operations. 
  • Financial statements and supplementary data. This includes the company’s audited financial statements including the income statement, balance sheets and statement of cash flows. A letter from the company’s independent auditor certifying the scope of their review is also included in this section.

The SEC form 10-Q is a comprehensive report of a company's performance that must be submitted quarterly by all public companies to the SEC. The 10Q is generally an unaudited report.

In the 10-Q, firms are required to disclose relevant information regarding their financial position. There is no filing after the fourth quarter because that is when the 10-K is filed. There are two parts to a 10-Q filing. The first part contains relevant financial information covering the period. This includes condensed financial statements, management discussion and analysis on the financial condition of the entity, disclosures regarding market risk and internal controls.

 It is critical that accountants and auditors understand all aspects and requirements of the 10K and 10Q process including understanding of how specific regulations like Sarbanes-Oxley and others are embedded within these statements.  

Who Should Attend

  • Finance professionals
  • Accounting professionals
  • Auditing Professionals
  • Compliance Professionals
  • Board and Executive management of public companies or companies considering an IPO

Topic Covered

Because of the depth and nature of the information they contain, 10-Ks are fairly long and tend to be complicated. But investors must understand that this is one of the most comprehensive and most important documents a public company can publish on a yearly basis. It is also critical to understand the requirements and expectations of form 10Q.

This Online Accounting CPE Course is one of the best courses for Accountants and Approved for CPE Credits for CPA,CMA,CIA & Others. It's a Part of Series:

Session 5 - SEC Segment 5: Enforcement and Rulemaking

Rulemaking

The Commission's rulemaking process is intended to ensure that aspects of regulatory changes are analyzed before a change takes effect. A need for rulemaking can be identified internally by the Commission or externally by Congress, another government agency, private industry or the general public.

The rulemaking process usually begins with a rule proposal. , If the Commission approves the rule proposal, it is then presented to the public (through publication in the Federal Register and on the Commission's website) for a specified period of time.  The public's input is considered as a final rule is crafted. Rules are adopted by a vote of the full Commission.

The Office of the Secretary (OS) reviews rules for compliance with Federal Register requirements, sends related documents to various agencies involved in the process, issues official rulemaking documents, coordinates Commission approval of rules, and maintains certain rule related files. OS also receives and organizes public comments and then forwards them to the Office of Filings and Information Services (OFIS) and to the relevant division staff.

The Division of Enforcement was created in August 1972 to consolidate enforcement activities that previously had been handled by the various operating divisions at the Commission's headquarters in Washington. The Commission's enforcement staff conducts investigations into possible violations of the federal securities laws, and litigates the Commission's civil enforcement proceedings in the federal courts and in administrative proceedings.

Enforcement

The Commission's mandate is to protect investors. The Commission is not authorized to act on behalf of individual investors. The Commission can bring a variety of administrative proceedings, which are heard by hearing officers and the Commission. One type of proceeding, for a cease and desist order, may be instituted against any person who violates the federal securities laws. With respect to regulated entities (e.g., brokers, dealers and investment advisers) and their employees, the Commission may institute administrative proceedings to, among other things, revoke or suspend registration, or to impose bars or suspensions from employment. In both cease-and-desist proceedings and administrative proceedings against regulated persons, the Commission is authorized, among other things, to order the payment of civil penalties and disgorgement of ill-gotten gains. 

Topics Covered

This session is to provide an understanding of the SEC’s responsibilities related to rulemaking and enforcement of rules related to the financial markets.  We will examine the rulemaking process and the enforcement process that all accountants and auditors must understand to ensure proper compliance with SEC laws.

This Online Accounting CPE Course is one of the best courses for Accountants and Approved for CPE Credits for CPA,CMA,CIA & Others. It's a Part of Series:

SEC Segment 1: SEC Authority and Responsibilities

SEC Segment 2: SEC Mandates and Objectives

SEC Segment 3: Focus on Regulation S-K, S-X and Form 8-K

SEC Segment 4: SEC Reporting Focus on 10-K, 10-Q and 8-K

SEC Segment 5: Enforcement and Rulemaking

Learning Objectives

  • Overview of SEC Act of 1933 and its relevance to public companies and IPO candidates
  • High level introduction to important forms including Registration Statement, 10K, 10Q, 8-K, Proxy statement, Forms 3, 4, 5, S-1, S-2, S-3, Schedule 13D, Form 144
  • High level overview of the SEC rule making and enforcement process.
  • To examine the critical components involved in each step of the SEC mission statement
  • To evaluate Regulation S-K requirements for information outside the financial statements, including Management's Discussion and Analysis and executive compensation.
  • To examine the various critical components of Regulation S-X requirements for financial statements
  • To examine the five critical component sections of the 10K and understand their usage and benefit to companies and investors. This includes: Business, risk factors, selected financial data, management discussion and analysis and financial statements and supplementary data.
  • To examine the critical components of sections of the 10Q and expectations of investors, employers and the SEC
  • Overview of the process utilized by the SEC in rule making including the roles played by Market Regulation (MR), Corporate Finance (CF) or Investment Management (IM), the rulemaking divisions as well as the Office of General Counsel (OGC) and Office of Economic Analysis (OEA).
  • To examine the SEC’s enforcement manual and its role in providing guidance in review of potential violations of federal securities laws.

Who Should Attend?

  • Accountant
  • Accounting Firm
  • Accounting Managers
  • Accounts Director
  • Chief Accounting Officer
  • Cloud Accountants
  • CPA (Industry)
  • CPA - Mid Size Firm
  • CPA - Small Firm
  • Senior Accountant
  • Staff of Accounting Firm
  • Young CPA

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