April 8, 2015

The SEC’s Updated Form 10-K Has a New Instruction (& Many Typos)

Recently, the SEC posted these forms that were renewed by the OMB: 10-K, 8-K, S-1 and 10-D. Goodwin Procter’s John Newell has redlined the changes to the updated Form 10-K, which includes one new instruction for asset-backed issuers (see page 5) and numerous typos. John only spent 10 minutes looking – but found over a dozen typos (highlighted on pages 6-12 here)!

In addition, here are redlined versions of the updated Form 8-K and Form S-1, which deletes the definition of “Securities Act” as a cute, and belated, plain English touch. Note the redlines are over-inclusive due to formatting changes between the two files that don’t necessarily reflect actual text changes…

The “SEC Warped on TV” Chronicles: Blacklist

Not that I watch a lot of TV, but I watch enough that I have been periodically moved to blog about how the SEC is mistakenly portrayed on TV shows. But I always forget to do so in the morning. So I’m finally going to run with the ball and blog about an episode of “Blacklist” that I watched from the DVR last night. [Spoiler alert if you watch this show but haven’t watched the latest episode!]

The episode – “Vanessa Cruz” – features a woman who is killing off the supervisors (or otherwise ruining their lives) at a brokerage that had employed her deceased husband. After being framed by the supervisors for insider trading, the husband jumped off a bridge. The FBI heroes ascertain it’s the wife targeting these supervisors years later. They interrogate a man in prison (who unknowingly was framed for a crime by the wife as revenge) who is asked this question:

Liz: Before you made your fortune in the private sector, you worked in the division of corporate finance at the S.E.C.

Apparently, this dude participated in the framing of the husband back when he worked at the SEC; that’s why the wife targeted him. Two things obviously wrong with this scenario:

1. The Division of Enforcement – not Corp Fin – handles insider trading investigations at the SEC. Not to mention that the SEC only has civil authority; the DOJ has the criminal hammer.

2. It’s called the “Division of Corporation Finance” – not “Corporate Finance.” A sure sign of someone who doesn’t intimately know the SEC…

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