Home Supervision Capital Markets Corporate Disclosure Overview

Overview

The Financial Investment Services and Capital Markets Act (FSCMA) provides for fair and transparent corporate disclosure in order to protect investors and ensure an efficient and well-functioning securities market. The FSCMA provides for three general types of corporate disclosure: disclosure for new securities issuance, disclosure for listed companies, and disclosure for significant event.

Disclosure for new securities offering pertains to information that an issuer must file with the FSC/FSS about an investment to be offered for sale to the public. The disclosure is made in the form of registration statement and prospectus. Registration statement is filed by a prospective securities issuer about to make a public offering, while prospectus is a document the issuer prepares with facts about the offering to help investors make an informed investment decision.

Disclosure for listed companies refers to information about business operation and financial conditions that listed companies must file with the FSS periodically and as needed or appropriate. Disclosure for listed companies consists of business reportㅡthe quarterly, semiannual, and annual regulatory filings publicly companies are required submit to the FSS about their business operations, financial conditions, and other major aspects about their businessㅡand material disclosure, which must be filed for any major business decision or external event that has a material effect on the company’s ongoing business operation.

In addition to disclosures applicable to new securities offering and listed companies, disclosure for significant event must be filed when a major development or change to a company’s business operations or financial conditions occurs. Excluding disclosures applicable to new securities offering and listed companies, disclosure for significant event includes large share ownership, disclosure for corporate insiders, tender offer, and short-swing profit.