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Extra resources for Wiley CPAexcel Exam Review 2015 Focus Notes: Regulation
Indd 43 43 10/7/2014 12:43:58 PM Rights of Ofﬁcers Officers are selected and supervised by directors who also set their compensation. Officers are responsible for the day to day operations of the corporation. indd 44 44 10/7/2014 12:43:58 PM Duties of Directors and Ofﬁcers Directors and officers have a fiduciary responsibility to the corporation and owe it the duties of care and loyalty. indd 45 45 10/7/2014 12:43:58 PM Shareholders Shareholders also have certain rights and obligations. Dividends Dividends are declared at the discretion of the directors and may be paid in cash, property, or stock.
Indd 26 26 10/7/2014 12:43:27 PM Exemptions for Smaller and Emerging Companies r Smaller companies have reduced reporting requirements under 1933 and 1934 Securities Acts r r Have public float of less than $75 million, or when float cannot be calculated have total revenues of $50 million or less The Dodd-Frank Act exempted small companies from having audits of internal control The Jobs Act of 2012 exempted emerging companies from having audits of internal control for 5 years or until the company achieves gross revenues of $1 billion or more.
Transactions Exempt from Registration (continued) Reg D Rule 506 Reg A Maximum $ amount $5,000,000 No limit Time to complete offering 12 mo. indd 22 22 10/7/2014 12:43:27 PM Proxies Shareholders may sign proxies authorizing the company to vote their shares. The company must file a preliminary copy of the proxy statement with the SEC at least 10 days before it is sent to shareholders. Insider Trading Insider trading must be reported to the SEC. indd 26 26 10/7/2014 12:43:27 PM Exemptions for Smaller and Emerging Companies r Smaller companies have reduced reporting requirements under 1933 and 1934 Securities Acts r r Have public float of less than $75 million, or when float cannot be calculated have total revenues of $50 million or less The Dodd-Frank Act exempted small companies from having audits of internal control The Jobs Act of 2012 exempted emerging companies from having audits of internal control for 5 years or until the company achieves gross revenues of $1 billion or more.
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