Introduction to the SEC and Corporate Governance,9780324226980

Introduction to the SEC and Corporate Governance

by ; ;
ISBN13: 9780324226980
ISBN10: 0324226985
Format: Paperback
Pub. Date: 2004-08-02
Publisher(s): South-Western College Pub
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Summary

Recent traumatic events in the financial markets, such as the fall of Enron, World Com, and Arthur Andersen, have led to an increased emphasis on corporate governance and on the regulatory bodies overseeing the capital markets and the financial professions. AN INTRODUCTION TO CORPORATE GOVERNACE AND THE SEC help you understand the fundamentals of corporate governance and the critical role the SEC plays in the corporate governance process, overseeing the financial reporting of public companies.

Table of Contents

Preface vii
An Overview of Corporate Governance
1(26)
Prosperity and Greed
1(4)
Corporate Governance Defined
5(2)
Sec and Corporate Governance Model
7(15)
The SEC's Role in Corporate Governance
7(2)
Parties Responsible for Corporate Governance
9(5)
Facilitators of Corporate Governance
14(6)
Regulators, Overseers, and Standard-Setters
20(2)
Overview and Summary
22(5)
Origin and Nature of the SEC
27(20)
Origin of the Sec
27(11)
Historical Background
27(1)
Establishment and Early Regulation of Capital Markets
28(1)
Regulation of Securities in the U.S.
29(5)
Establishment of the SEC
34(4)
Organizational Structure of the Sec
38(6)
SEC Divisions
38(4)
Major Offices
42(2)
Summary
44(3)
Legal Framework of the SEC
47(42)
Purpose of the Sec
48(1)
Principal Acts
49(29)
Securities Act of 1933
49(4)
Securities Exchange Act of 1934
53(6)
Sarbanes-Oxley Public Company Accounting Reform and Investor Protection Act of 2002
59(19)
Other Important Acts
78(8)
Public Utility Holding Company Act of 1935
78(1)
Trust Indenture Act of 1939
79(1)
Investment Company Act of 1940
79(1)
Investment Advisers Act of 1940
80(1)
Securities Investor Protection Act of 1970
81(1)
Foreign Corrupt Practices Act of 1977
82(1)
Insider Trading Sanctions Act of 1984 and Insider Trading and Securities Fraud Enforcement Act of 1988
83(1)
Private Securities Litigation Reform Act of 1995 and the Securities Litigation Uniform Standards Act of 1998
83(1)
Regulation FD
84(2)
Regulation NMS (National Market System)
86(1)
Summary
86(3)
SEC Registration and Reporting
89(41)
The Registration Process: An Overview
91(2)
The Sec's Integrated Disclosure System
93(2)
Registration and Reporting Under the 1933 Act
95(19)
Registration Form Selection
95(1)
Basic Forms
96(2)
The Pre-Filing Conference
98(1)
Preparation of the Registration Statement
99(1)
SEC Review
100(6)
The Waiting Period
106(4)
Effective Registration Statement
110(1)
Summary of Registration Under the 1933 Act
110(4)
Registration and Reporting Under the 1934 Act
114(6)
Report Forms
115(1)
Selection of Forms
116(2)
Review of 1934 Act Registrations
118(1)
Differences Between Registration Under the 1933 and 1934 Acts
119(1)
Registration Under Other Acts
120(1)
Summary
120(2)
Appendix 1: Using Edgar to Access Company Filings
122(4)
Appendix 2: Submitting Sec Filings Through Edgar
126(4)
A Breakdown of SEC Reports
130(34)
Overview
130(2)
Registration Under the 1933 Act
132(21)
Registration and Reporting Under the 1934 Act
153(14)
Annual Reports
153(6)
Quarterly Reports
159(3)
Form 8-K
162(5)
Summary
167
Impact of the SEC on Financial Reporting, Auditing, and Corporate Governance
164(31)
Sec Authority Relative to Financial Reporting Practice
170(4)
Congressional Authority
170(2)
SEC Authoritative Pronouncements
172(2)
Sec Influence on Financial Reporting, Auditing and Corporate Governance Practices
174(18)
Corporate Governance & the Board of Directors
174(2)
Changes in Auditing Standards & Procedures
176(3)
Regulation of Financial Reporting
179(3)
Disclosure Requirements
182(1)
Development of Accounting Principles
183(8)
Changing Environment
191(1)
Summary
192(3)
Index 195

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