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Securities & Exchange Commission (SEC): History; Major Laws that Govern the SEC Industry; Valuable information on the SEC's website (www.sec.gov); and Selected Legislative History Materials

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EDGAR - COMPANY FILINGS

SEC Forms & Exhibits

See SEC FORMS LIST (in addition, see SEC Filings:  Forms You Need to Know (Investopedia))

EXHIBITS to SEC Filings

  • Registrations & Periodic Reports will have an Exhibit List (which details all the attached exhibits - or exhibits incorporated by reference)
  • Documents required to be filed as exhibits include:
    • Underwriting Agreements
    • Merger Agreements
    • Articles & Bylaws
    • Indentures
    • Legal Opinions & Consents
    • List of Subsidiaries
    • CEO/CFO Certifications
    • Materials Agreements 

Material Contracts are "Every contract not made in the ordinary course of business which is material" 

Except, these should always be filed:

  • Contracts involving officers or directors
  • Contracts upon which the company is "substantially dependent" - Purchase/Sale, License Agreement
  • Acquisition or sale with a value of over 15% of company assets
  • Leases for company property
  • Compensation and Employment Agreements & Plans

Exhibits

Exhibit Numbering (examples):

Ex 1 = Underwriting Agreement

Ex 2 = Merger Agreement

Ex 3.1 = Articles of Incorporation

Ex 3.2 = Bylaws

Ex 4 = Indenture

Ex 5 = Opinion

Ex 10 = Material Contracts

Ex 21 = List of Subsidiaries

Ex 23 = Consent

Ex 99 = Press Release