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Rules Governing Disclosure during Registration Process

Cite this article as: Jason Mance Gordon, "Rules Governing Disclosure during Registration Process," in The Business Professor, updated January 14, 2015, last accessed March 29, 2020, https://thebusinessprofessor.com/knowledge-base/rules-governing-disclosure-during-registration-process/.
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Rules about Disclosure in a Securities Issuance
This video explains what are the rules applicable to disclosure in a Securities Issuance.

Next Article: Exemptions from ’33 Act Registration


What laws govern the mechanics of disclosure of information in a securities offering?

Regulation S-K is an SEC promulgated regulation that applies to new issuances under the ’33 Act and subsequent sale or transfer of securities under the ’34 Act. This regulates the specific types of information that an issuer must disclose to the public. The primary disclosure statement in an IPO is the registration statement (Forms S-1 and S-3 for Securities Act (33 Act)). Publicly-traded companies are subject to Schedule 14A (requiring disclosure of proxy statements). Public companies are also subject to continued reporting by filing form 10-K, 10-Q, 8-K for ’34 Act.

•    Note: The disclosure requirements are often extensive and difficult for companies to manage.

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