SEC reports: Overview, definition, and example
What is SEC reports?
SEC reports are the periodic and current reports that public companies must file with the U.S. Securities and Exchange Commission (SEC). These include annual reports (Form 10-K), quarterly reports (Form 10-Q), and current reports (Form 8-K), along with other disclosures filed under U.S. securities laws. These reports are designed to provide investors and the public with consistent, transparent information about a company’s financial health, operations, and risks.
Why is SEC reports important?
In contracts, especially those involving public companies, references to SEC reports are used to confirm that the company is compliant with its disclosure obligations and to incorporate those filings into the agreement. They’re often used as a source of factual representations and due diligence materials. Accurate and timely SEC reports help build trust and serve as a baseline for understanding the company’s legal and financial standing.
Understanding SEC reports through an example
A venture fund signs a stock purchase agreement with a public tech company. The agreement states that the company’s most recent SEC reports—its 10-K and 10-Q filings—are accurate and contain no material misstatements or omissions. If the company had failed to disclose a government investigation in its 10-Q, the fund could later claim breach of the agreement based on the inaccurate SEC reporting referenced in the contract.
Example of an SEC reports clause
Here’s how an SEC reports clause may look like in a contract:
"The Company has filed all required reports, schedules, forms, statements, and other documents with the SEC since January 1, 2023 (collectively, the 'SEC Reports'). As of their respective dates, the SEC Reports complied in all material respects with applicable requirements of the Securities Act and the Exchange Act, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein."
Conclusion
The SEC reports clause reinforces transparency and regulatory compliance in transactions involving public companies. It gives counterparties a level of confidence in the accuracy of the company’s public disclosures and provides a standard reference point for assessing risk. If you're contracting with a listed company, this clause is a key part of the legal and financial due diligence framework.
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.