First, the United States adopts a registration system, and continuous information disclosure is the core In addition, after listing, there should be continuous information disclosure in accordance with regulations. The US Securities Law adopts a registration system rather than an approval system for publicly issued securities. For the registration system, the core of the system is continuous information disclosure. The focus of securities supervision is not to conduct a pre-substantial review of the company to be listed, but to use “information disclosure” as the core to conduct registered company Medium and post-event supervision and penalties for violations.
The US judicial system is “dual-track”, so each state has its own state securities laws (often called “blue sky laws”), designed to protect investors Free from fraudulent sales and activities.
This article is only under the US federal securities law system, and the US Securities Act 1933 (Securities Act of 1933), which mainly involves information disclosure in the regulatory laws of the securities industry , The United States “Securities Exchange Act of 1934” (Securities Exchange Act of 1934), the United States “Sarbanes-Oxley Act of 2002” (Sarbanes-Oxley Act of 2002) to discuss.
The US Securities Act of 1933 requires companies to disclose important financial information when registering for the first time, so that investors can decide whether to invest based on this information. If the important information disclosed in the company’s registration statement is false or omitted, the investor has the right to claim compensation for the losses suffered.
For the company ’s requirement for continuous information disclosure after listing, it is more and more specific in the US Securities Exchange Act of 1934. In order to facilitate the declaration of listed companies and provide guidance for the declaration, the United States Securities Exchange Act of 1934 has formulated various forms (Forms) as format guidelines and provided brief guidelines for the standardized use of listed companies when they declare.
For example, listed companies registered in the United States use Form 10-K to prepare annual reports, Form 10-Q to prepare quarterly reports, and Form 8-K to prepare current periods. Reports, while foreign companies use Form 20-F to prepare annual reports, and Form 6-K to prepare current reports.
Second, the provisions and interpretations of the US Securities Exchange Act on the continuing obligation of trust
Second, the provisions and interpretations of the US Securities Exchange Act on the continuing obligation of trust
Forms of the US Securities Exchange Act of 1934 The contents and interpretations of the continuing fiduciary duty of listed companies in the United States under this item are as follows:
In addition to the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 amended and reformed the aforementioned two laws to enhance corporate responsibility , Strengthen financial disclosure, combat corporate and accounting fraud, and establish a “public company accounting supervision committee” (referred to as PCAOB) to monitor the activities of the audit industry. The Sarbanes-Oxley Act of 2002 sets very strict requirements on the disclosure of company accounting information, the intensity of supervision and the liability for violations, which has a profound impact on companies listed in the United States. For details about the liability for violations of information disclosure, please refer to “ How to deal with the risk of information disclosure in overseas listing under the supervision of Sino-US cooperation ” ( 2020-04-30, Surging Business School).
Three. Chinese companies listed in the United States should pay attention to the double risk in information disclosure compliance
In addition to the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 amended and reformed the aforementioned two laws to enhance corporate responsibility , Strengthen financial disclosure, combat corporate and accounting fraud, and establish a “public company accounting supervision committee” (referred to as PCAOB) to monitor the activities of the audit industry. The Sarbanes-Oxley Act of 2002 sets very strict requirements on the disclosure of company accounting information, the intensity of supervision and the liability for violations, which has a profound impact on companies listed in the United States. For details about the liability for violations of information disclosure, please refer to “ How to deal with the risk of information disclosure in overseas listing under the supervision of Sino-US cooperation ” ( 2020-04-30, Surging Business School).
Three. Chinese companies listed in the United States should pay attention to the double risk in information disclosure compliance
Requirements for specific content of information disclosure matters As for its detailed rules, the series of rules SX, SK, etc. involved in American Forms (Forms) are more specific and clear. Therefore, for Chinese companies listed in the United States, in addition to the requirements under the aforementioned US law, in terms of legal compliance of information disclosure content, further attention and attention should be paid to several aspects (including the China Securities Law that may be involved Requirements):
First, information disclosed or disclosed in the Chinese market should be disclosed simultaneously in the United States through Form 6-K or 20-F. For Chinese companies listed in the US that have business in China, they should strictly follow the relevant laws of the US
First, information disclosed or disclosed in the Chinese market should be disclosed simultaneously in the United States through Form 6-K or 20-F. For Chinese companies listed in the US that have business in China, they should strictly follow the relevant laws of the US