Exchange Act compliance: Overview, definition, and example
What is Exchange Act compliance?
Exchange Act compliance refers to following the rules set out in the U.S. Securities Exchange Act of 1934. This federal law governs how public companies disclose information, trade securities, and manage insider dealings. It also covers reporting obligations, proxy rules, anti-fraud provisions, and the regulation of securities exchanges and brokers.
Why is Exchange Act compliance important?
For public companies—or private companies preparing to go public—complying with the Exchange Act is essential to maintain transparency, investor trust, and legal standing. Non-compliance can lead to SEC investigations, fines, or even criminal charges. The law protects investors and ensures markets function fairly by requiring timely and accurate disclosures of financial and operational information.
Understanding Exchange Act compliance through an example
A company listed on the NASDAQ must file quarterly (10-Q) and annual (10-K) reports with the SEC. These reports include financial statements, risk factors, and management discussion and analysis (MD&A). If the company fails to file a 10-K on time or withholds material information, it may face penalties and damage its credibility with shareholders.
Example of an Exchange Act compliance clause
Here’s how an Exchange Act compliance clause may appear in a contract:
"The Company shall comply in all material respects with the reporting, disclosure, and filing requirements of the Securities Exchange Act of 1934, as amended, including timely submission of all reports required under Sections 13 and 15(d) thereof."
Conclusion
Exchange Act compliance is a cornerstone of operating as a public company in the United States. It helps maintain investor confidence, market stability, and legal protection. Businesses involved in capital markets or subject to SEC oversight must stay on top of their Exchange Act obligations and ensure proper procedures are in place for regular, accurate reporting.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.