SEC documents: Overview, definition, and example
What is SEC documents?
SEC documents refers to the filings, reports, and disclosures that a public company is required to submit to the U.S. Securities and Exchange Commission (SEC). These include annual reports (Form 10-K), quarterly reports (Form 10-Q), current reports (Form 8-K), registration statements, proxy statements, and other documents filed under the Securities Exchange Act of 1934 or the Securities Act of 1933.
Why is SEC documents important?
In contracts—especially those involving public companies, mergers, or securities offerings—references to SEC documents help establish a reliable source of truth about a company’s financial condition, legal compliance, and risk factors. These filings are legally binding and publicly available, so parties often use them to satisfy disclosure requirements, due diligence obligations, or representations and warranties.
Understanding SEC documents through an example
A private equity firm is considering the acquisition of a publicly traded company. The purchase agreement includes a clause stating that the seller’s SEC documents filed in the last 12 months are incorporated by reference. This means the buyer is deemed to have reviewed the company’s 10-K, 10-Qs, and 8-Ks, and those documents form part of the contractual disclosure package. If the company later claims it disclosed a material risk in its filings, the buyer is held to notice based on that incorporation.
Example of an SEC documents clause
Here’s how an SEC documents clause may look like in a contract:
"The Company represents and warrants that all reports, schedules, forms, statements, and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the 'SEC') since January 1, 2023 (collectively, the 'SEC Documents') have been timely filed and complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act."
Conclusion
The SEC documents clause leverages the transparency and reliability of a public company’s filings to streamline disclosure and manage risk. It’s a key tool in public M&A deals, securities offerings, and financing transactions where formal disclosure obligations matter. If you're contracting with or investing in a public company, reviewing and referencing SEC documents is standard practice.
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.