USA Law and Practice Contributed by: Lisa Fontenot, Jennifer Broder, Per Chilstrom and Lothar Determann, Baker McKenzie
5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Public companies are subject to certain ongoing reporting requirements under federal securities laws, which require them to file annual reports (including audited financial statements for fiscal year periods) and quarterly reports (including unaudited financial statements for interim periods), as well as current reports related to certain events deemed material to investors. As noted in 4.3 Shareholder Meetings , public companies are also subject to federal securities laws related to the solicitation of proxies for share - holder votes, which require them to file proxy state - ments related to their annual shareholder meetings. These filings are available on the SEC’s website and must also be made available on the public company’s website. Furthermore, on 5 May 2026, the SEC published pro - posed rules that would give public companies the option to elect annually whether to file a semi-annual report covering its half-year interim results in lieu of quarterly reports. The proposed rules will be subject to a public comment period and potential amendment prior to any final approval. 5.2 Corporate Governance Arrangement Disclosure Public companies are required to disclose detailed information related to corporate governance in the proxy statements related to their annual shareholder meetings. Among other information, proxy statements must include: • the names of the directors and their qualifications, experience and skills; • the names of the directors who qualify as inde - pendent under applicable stock exchange and SEC rules; • information regarding and certain reports from the audit, compensation and nominating committees of the board of directors, including their responsi - bilities and members; • descriptions of the leadership structure of the board and its role in risk oversight;
Amendments are due within two business days to report any material change in facts, including any ownership change of 1% or more. Certain holders – primarily certain institutional investors, passive own - ers and pre-IPO owners – are eligible to file a shorter form Schedule 13G. Additional disclosure obligations for public company shareholders include the following. • Section 16 Reports (Forms 3, 4 and 5): directors, officers and holders of more than 10% must file forms reporting transactions in the issuer’s securi - ties. These filers are also subject to short-swing profit rules, generally requiring disgorgement of profits derived from matchable purchases and sales within a six-month period. • Federal proxy rules apply to solicitations of public company shareholders (whether by management or by shareholders), including disclosure of partici - pants and their interests in the matter. • Form 13F and Form N-PX: institutional investment managers exercising investment discretion over USD100 million or more of Section 13 (f) securities (generally, listed securities and ETFs) must disclose holdings (and their values) quarterly, and “say on pay” proxy voting records annually. In addition, shareholders may have disclosure obliga - tions to regulators, depending on the nature, size and industry of the investment and the issuer. For exam - ple, shareholders may need to report certain acquisi - tions of voting securities to antitrust authorities prior to consummation if the transaction value and size of the investor and issuer exceed certain thresholds. For - eign shareholders may also need to seek approval from the Committee on Foreign Investments in the United States (CFIUS) for certain acquisitions. Schedules 13D and 13G require disclosure of benefi - cial ownership above 5%, and the federal proxy rules require disclosure of beneficial ownership if a public company shareholder is engaging in a proxy solicita - tion. A beneficial owner of a security is any person who has direct or indirect voting or investment power over the security.
726 CHAMBERS.COM
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