Regulation S-K

Form S-1 contains the basic business and financial information on an issuer with respect to a specific securities offering.

A prospectus is one of the main documents used by an investor to research a company prior to an initial public offering.

However, the simplicity of the form's design is belied by the OMB Office's figure of the estimated average burden – 972 hours.

Professionals in the field of securities compliance reporting will need to be aware of other rules and regulations as noted at the Division of Corporation Finance.

This section requires disclosure of any material pending legal proceedings (other than ordinary routine litigation incidental to the business, such as lawsuits against an insurance company's customers) to which the registrant or any of its subsidiaries is a party or of which any of their property is the subject; this especially includes "environmental actions" and any (other) proceedings known to be under contemplation by governmental authorities.

This section must include a description of the factual basis alleged to underlie the proceedings and the court action(s) sought.

[15] This section requires disclosure of the material factors that make an investment in the registrant or offering speculative or risky.

Securities authorized for issuance under equity compensation plans must be revealed; this also involves Regulation S-X.

A performance graph that shows the "yearly percentage change in the registrant's cumulative total shareholder return on a class of common stock" is required.

This section involves describing different share classes and any provisions of the registrant's charter or by-laws that affect them, such as any clauses that may act as a "poison pill".

Item 303 requires a narrative explanation of any changes in the financial condition or results of operation of a company.

The SEC expects that the MD&A meaningfully reflects the results of operations, liquidity, capital resources, and the impact of inflation.

[22] Because the registrant must disclose a known trend or uncertainty that would likely have a material effect on the registrant's financial condition or result of operations, the MD&A should include management's identification and evaluation of the information important to providing investors and others an accurate understanding of the company's current and prospective financial position and operating results.

[23] Per Regulation S-K, in the MD&A companies are required to disclose any known trends, events, or uncertainties that are "reasonably likely to result in a registrant's liquidity increasing or decreasing in a material way".

E.g., in Google, Inc.'s 2009 10-K filing, the "Management's discussion and analysis of financial condition and results of operations" section was 20 pages long.

Such disagreements can cause difficulties with the validity of financial statements and with Regulation S-X, so are rarely reported under this item.

[25] This extremely brief item asks "Disclose the conclusions of the registrant's principal executive and principal financial officers ... regarding the effectiveness of the registrant's disclosure controls and procedures ... as of the end of the period covered by the report, based on the evaluation of these controls and procedures".

The internal control report must include: This item indicates who is running the company and what financial stake they have in it.

Also required to be disclosed are relationships such as family members; significant employees who are not directors or officers; backgrounds and experience in business of all parties; other directorships; and promoters and control persons.

[28] The company must carefully furnish, to the very best of its knowledge, information about major shareholders in tabular format, as of the most recent practicable date, with respect to any person or "group" (see section 13(d)(3) of the Exchange Act for the definition of a "group") who is the beneficial owner of more than five percent of any class of the registrant's voting securities, the total number of shares beneficially owned and the amount the owner has the right to acquire, plus the address of each person or entity.

Under Section 16 of the Securities Exchange Act of 1934 directors, officers, and principal stockholders must file reports and must do so within certain time deadlines.

[citation needed] This section has a well-established regulatory history and is not prone to sudden large changes.

It is possible to make available an incomplete prospectus, provided that there is a "Subject to Completion" legend prominently displayed and no sales effort is made.

The table must show the separate amounts to be paid by the company and any current shareholders selling their shares as part of the distribution.

If the underwriters or any selling group members[d] intend to engage in passive market making,[e] the company must describe this.

This wording is not absolute; alternate phrasing can be found that adds statements such as: "in the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director or officer of ours in the successful defense of the action, suit or proceeding) is asserted by the director or officer in connection with securities which may have been registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court or appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues.

Item 101(c)(1)(xii) requires that appropriate disclosures be made as to the material effects that compliance with Federal, State and local provisions regulating the discharge of materials into the environment, or otherwise relating to protection of the environment, may have upon the expenditures, earnings and competitive position of the registrant and its subsidiaries.

Item 103 requires a registrant to briefly describe pending legal proceedings to which it or its property is a party, in particular any environmental impact litigation.

If a registrant is aware of similar actions contemplated by governmental authorities, Item 103 requires disclosure of those proceedings as well.