Exchange Act filings: Overview, definition, and example
What are Exchange Act filings?
Exchange Act filings are reports and disclosures that public companies and certain other entities must file with the U.S. Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934. These filings provide ongoing transparency to investors, regulators, and the public by covering material information about a company’s financial condition, governance, and securities-related activities.
Why are Exchange Act filings important?
Exchange Act filings are important because they help promote market integrity and investor confidence through timely and accurate public disclosures. Unlike the Securities Act of 1933, which governs initial offerings, the Exchange Act focuses on ongoing reporting. Failure to make required filings can result in penalties, delisting from exchanges, or enforcement action by the SEC. These filings are a key part of maintaining compliance for public companies and certain private issuers.
Understanding Exchange Act filings through an example
A publicly traded company must file a Form 10-K annually, Form 10-Q quarterly, and Form 8-K when major events occur—like a change in executive leadership or a significant acquisition. These Exchange Act filings give investors a current and detailed view of the company’s operations and risks, and are often relied on by analysts, regulators, and shareholders.
Example of how an Exchange Act filings clause may appear in a contract
Here’s how an Exchange Act filings clause may appear in a securities purchase agreement:
"The Company shall comply in all material respects with its obligations under the Securities Exchange Act of 1934, as amended, including the timely filing of all required Exchange Act filings with the SEC and delivery of such filings to the Purchasers upon request."
Conclusion
Exchange Act filings are essential for ensuring public companies and certain issuers remain transparent, compliant, and accountable. They serve as a key channel of communication between companies and the market, and are legally required for continued listing on U.S. exchanges. Understanding these filings is critical for anyone involved in corporate governance, finance, or securities law.
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.