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Form 10-K
A Form 10-K is an annual report required by the U.S. Securities and Exchange Commission (SEC), that gives a comprehensive summary of a company's financial performance. Although similarly named, the annual report on Form 10-K is distinct from the often glossy " annual report to shareholders", which a company must send to its shareholders when it holds an annual meeting to elect directors (though some companies combine the annual report and the 10-K into one document). The 10-K includes information such as company history, organizational structure, executive compensation, equity, subsidiaries, and audited financial statements, among other information. Companies with more than $10 million in assets and a class of equity securities that is held by more than 2000 owners must file annual and other periodic reports, regardless of whether the securities are publicly or privately traded. Up until March 16, 2009, smaller companies could use Form 10-KSB. If a shareholder requests a company ...
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Company
A company, abbreviated as co., is a Legal personality, legal entity representing an association of legal people, whether Natural person, natural, Juridical person, juridical or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Over time, companies have evolved to have the following features: "separate legal personality, limited liability, transferable shares, investor ownership, and a managerial hierarchy". The company, as an entity, was created by the State (polity), state which granted the privilege of incorporation. Companies take various forms, such as: * voluntary associations, which may include nonprofit organizations * List of legal entity types by country, business entities, whose aim is to generate sales, revenue, and For-profit, profit * financial entities and banks * programs or educational institutions A company can be created as a legal person so that the company itself has limi ...
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Form 10-K405
Form 10-K405 is an SEC filing to the US Securities and Exchange Commission (SEC) that indicates that an officer or director of a public company failed to file a Form 4 Form 4 is a United States SEC filing that relates to insider trading. Every director, officer and owner of more than 10 percent of a class of a particular company's equity securities registered under Section 12 of the Securities Exchange Act of ... (or related Form 3 or Form 5) on time, in violation of Section 16 - meaning that they did not disclose their insider trading activities within the required time period. Prior to 2003, 10-K forms submitted to the SEC contained the following qualifier: Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this For ...
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Form 10Q
Form 10-Q, (also known as a 10-Q or 10Q) is a quarterly report mandated by the United States federal Securities and Exchange Commission, to be filed by publicly traded corporations. Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, the 10-Q is an SEC filing that must be filed quarterly with the US Securities and Exchange Commission. It contains similar information to the annual form 10-K, however the information is generally less detailed, and the financial statements are generally unaudited. Information for the final quarter of a firm's fiscal year is included in the 10-K, so only three 10-Q filings are made each year. These reports generally compare last quarter to the current quarter and last year's quarter to this year's quarter. The SEC put this form in place to facilitate better informed investors. The form 10-Q must be filed within 40 days for large accelerated filers and accelerated filers or 45 days after the end of the fiscal quarter for a ...
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US Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has attempted to do the same. Twenty-four states follow the Model Business Corporation Act, while New ...
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Schedule 13d
Schedule 13D is an SEC filing that must be submitted to the US Securities and Exchange Commission within 10 days by anyone who acquires beneficial ownership of more than 5% of any class of publicly traded securities in a public company. A filer must promptly update the Schedule 13D filing to reflect any material change in the facts disclosed, including, among other things, the acquisition or disposition of 1% or more of the class of securities that are the subject of the filing. Form uses 13D filings allow the investing public to see who a public company's large shareholders are, and, perhaps more importantly, why they have an interest in the company. These filings may be a precursor to hostile takeovers, company breakups, and other "change of control" events. Reading the form Schedule 13D consists of seven different sections: * Security and Issuer - This section contains basic information regarding the type and class of the security and the contact information of the owner ...
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Board Of Directors
A board of directors is a governing body that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the ch ...
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Mutual Fund
A mutual fund is an investment fund that pools money from many investors to purchase Security (finance), securities. The term is typically used in the United States, Canada, and India, while similar structures across the globe include the SICAV in Europe ('investment company with variable capital'), and the open-ended investment company (OEIC) in the UK. Mutual funds are often classified by their principal investments: money market funds, bond fund, bond or fixed income funds, stock fund, stock or equity funds, or hybrid funds. Funds may also be categorized as index funds, which are passively managed funds that track the performance of an index, such as a stock market index or bond market index, or actively managed funds, which seek to outperform stock market indices but generally charge higher fees. The primary structures of mutual funds are open-end funds, closed-end funds, and unit investment trusts. Over long durations, passively managed funds consistently outperform actively m ...
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Public Company
A public company is a company whose ownership is organized via shares of share capital, stock which are intended to be freely traded on a stock exchange or in over-the-counter (finance), over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange (listing (finance), listed company), which facilitates the trade of shares, or not (unlisted public company). In some jurisdictions, public companies over a certain size must be listed on an exchange. In most cases, public companies are ''private'' enterprises in the ''private'' sector, and "public" emphasizes their reporting and trading on the public markets. Public companies are formed within the legal systems of particular states and so have associations and formal designations, which are distinct and separate in the polity in which they reside. In the United States, for example, a public company is usually a type of corporation, though a corporation need not be a public company. In the United Kin ...
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Common Stock
Common stock is a form of corporate equity ownership, a type of security. The terms voting share and ordinary share are also used frequently outside of the United States. They are known as equity shares or ordinary shares in the UK and other Commonwealth realms. This type of share gives the stockholder the right to share in the profits of the company, and to vote on matters of corporate policy and the composition of the members of the board of directors. The owners of common stock do not directly own any assets of the company; instead each stockholder owns a fractional interest in the company, which in turn owns the assets. As owners of a company, common stockholders are eligible to receive dividends from its recent or past earnings, proceeds from a sale of the company, and distributions of residual (left-over) money if it is liquidated. In general, common stockholders have lowest priority to receive payouts from the company. They may not receive dividends until the company ...
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Forward-looking Statement
In United States business law, a forward-looking statement or safe harbor statement is a statement that cannot sustain itself as merely a historical fact. A forward-looking statement predicts, projects, or uses future events as expectations or possibilities. These statements can often be misleading, as they can be mistaken for factual statements, while they are actually speculation. According to United States Code 15 Section 78u-5, a forward-looking statement may include future economic performance, such as revenues or income, plans for future operations, or use of a report written by an outside reviewer. United States law Under U.S. law, section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, businesses must comply to standards of communication that limit risk factors. These acts were put into place partially to protect investors from ambiguous language, preventing them from making a poorly informed investment ...
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Float (finance)
In the context of stock markets, the public float or free float represents the portion of shares of a corporation that are in the hands of public investors as opposed to locked-in shares held by promoters, company officers, controlling-interest investors, or governments. This number is sometimes seen as a better way of calculating market capitalization, because it provides a more accurate reflection (than entire market capitalization) of what public investors consider the company to be worth. In this context, the ''float'' may refer to all the shares outstanding that can be publicly traded. Calculating public float The float is calculated by subtracting the locked-in shares from outstanding shares. For example, a company may have 10 million outstanding shares, with 3 million of them in a locked-in position; this company's float would be 7 million (multiplied by the share price). Stocks with smaller floats tend to be more volatile than those with larger floats. In general, the ...
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Regulation S-K
Regulation S-K is a prescribed regulation under the US Securities Act of 1933 that lays out reporting requirements for various SEC filings used by public companies. Companies are also often called issuers (issuing or contemplating issuing shares), filers (entities that must file reports with the SEC) or registrants (entities that must register (usually shares) with the SEC). Regulation S-K is generally focused on qualitative descriptions while the related Regulation S-X focuses on financial statements. Applicability In a company's history, Regulation S-K first applies with the Form S-1 that companies use to register their securities with the U.S. Securities and Exchange Commission (SEC) as the "registration statement under the Securities 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 ...
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