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Securities laws clause: Copy, customize, and use instantly

Introduction

A securities laws clause outlines the requirements and responsibilities related to compliance with applicable securities laws and regulations. It typically applies to transactions, issuances, or other activities involving securities, ensuring that the parties involved comply with federal, state, and local laws governing securities, including registration, reporting, and disclosure requirements. This clause is essential for protecting both parties and ensuring compliance with securities regulations, often required in public offerings, private placements, or corporate governance matters.

Below are templates for securities laws clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard securities laws compliance clause

This variation applies to general compliance with securities laws.

[Party Name] agrees to comply with all applicable securities laws, rules, and regulations, including but not limited to the Securities Act of 1933, the Securities Exchange Act of 1934, and any other applicable state or federal securities laws. [Party Name] shall ensure that any transaction involving securities, including offerings, sales, or acquisitions, is carried out in full compliance with these laws.

Securities laws disclosure clause

This variation applies when the clause involves disclosures required by securities laws.

[Party Name] agrees to provide all necessary disclosures required by applicable securities laws, including but not limited to information regarding the financial condition, operations, and material risks of the company. These disclosures will be provided in accordance with all relevant filing and reporting requirements, including [specific filings, e.g., Form 10-K, 10-Q].

Securities laws indemnification clause

This variation applies when indemnification is tied to compliance with securities laws.

[Party Name] agrees to indemnify and hold harmless [Recipient Name] from any and all liabilities, losses, or expenses arising out of [Party Name]’s failure to comply with any securities laws, including violations of the Securities Act of 1933 or the Securities Exchange Act of 1934. This indemnification will cover all legal costs and any fines or penalties imposed due to non-compliance.

Securities laws registration clause

This variation applies when securities must be registered with the SEC or relevant authorities.

[Party Name] agrees to take all necessary actions to ensure the proper registration of any securities under applicable securities laws, including the Securities Act of 1933. [Party Name] shall file all required documents, including registration statements and prospectuses, and will ensure that all securities issued are registered in compliance with the law.

Securities laws exemptions clause

This variation applies when exemptions from securities registration are relevant.

[Party Name] agrees to ensure that any securities offered or sold under this agreement are either registered under the Securities Act of 1933 or qualify for an exemption from registration. [Party Name] will provide appropriate documentation and legal opinions to confirm that the securities are exempt from registration under applicable securities laws.

Securities laws reporting clause

This variation applies when securities laws require ongoing reporting.

[Party Name] agrees to comply with all ongoing reporting requirements under applicable securities laws, including but not limited to the periodic filing of Forms 10-K, 10-Q, 8-K, and any other required filings with the U.S. Securities and Exchange Commission (SEC) or other relevant authorities. These reports will be filed within the prescribed deadlines and contain all necessary material information.

Securities laws non-compliance penalty clause

This variation applies when penalties for non-compliance with securities laws are outlined.

[Party Name] agrees that any failure to comply with applicable securities laws will result in immediate forfeiture of any rights to benefits, payments, or other entitlements under this agreement. In addition, [Party Name] shall be liable for any penalties, fines, or legal costs arising from such non-compliance.

Securities laws confidentiality clause

This variation applies to confidentiality related to securities laws compliance.

[Party Name] agrees to keep confidential all non-public information disclosed during the compliance process with securities laws. This includes any financial statements, legal documents, or other information related to securities filings that are required to be kept confidential under applicable securities regulations.

Securities laws transaction clause

This variation applies when securities laws govern a specific transaction.

[Party Name] agrees that any securities transaction conducted under this agreement, including the issuance or sale of securities, will comply with all applicable securities laws, including federal and state securities regulations. Both parties agree to take all necessary steps to ensure that any transaction is conducted in accordance with the appropriate legal framework.

Securities laws market manipulation clause

This variation applies when the clause prohibits market manipulation under securities laws.

[Party Name] agrees not to engage in any practices or activities that would violate securities laws prohibiting market manipulation. This includes actions such as insider trading, false statements, or any other activity designed to artificially inflate or deflate the market price of securities.

Securities laws internal controls clause

This variation applies when internal controls are necessary for compliance with securities laws.

[Party Name] agrees to implement and maintain internal controls designed to ensure compliance with applicable securities laws. These controls will include measures to detect and prevent violations of securities regulations, including procedures for reporting potential issues to senior management and regulatory authorities.

Securities laws audit clause

This variation applies when an audit is required to ensure compliance with securities laws.

[Party Name] agrees to allow for the conduct of audits of its financial records, internal controls, and compliance with securities laws by a qualified third-party auditor. This audit will be conducted annually or as required by applicable securities regulations, and any findings will be addressed promptly.

Securities laws disclosure of material events clause

This variation applies when there are requirements to disclose material events under securities laws.

[Party Name] agrees to disclose any material events or changes in the company’s financial condition or operations that would affect its securities in accordance with the requirements of the Securities Exchange Act of 1934. These disclosures will be made in a timely manner and filed with the appropriate regulatory authorities.

Securities laws review clause

This variation applies when a periodic review of compliance with securities laws is necessary.

[Party Name] agrees to periodically review its practices and policies related to securities laws compliance. This review will be conducted at least annually, and any necessary adjustments will be made to ensure that all activities involving securities remain in full compliance with applicable laws and regulations.

This variation applies when legal proceedings related to securities laws must be disclosed.

[Party Name] agrees to disclose any legal proceedings involving the company that could materially affect its securities or financial position, as required under the Securities Exchange Act of 1934. The company will report such proceedings in the appropriate filings, including Form 8-K, and will provide updates as necessary.

This variation applies when the parties consent to jurisdiction for securities law violations.

[Party Name] agrees to consent to the jurisdiction of the appropriate courts for any disputes arising out of violations of securities laws. This includes any actions taken by regulatory authorities or private parties in connection with the enforcement of securities regulations.

Securities laws representation clause

This variation applies when representations are made regarding compliance with securities laws.

[Party Name] represents and warrants that it has complied with all applicable securities laws, including all required filings and disclosures, and that it will continue to do so during the term of this agreement. This representation includes compliance with both federal and state securities regulations.

Securities laws review of documents clause

This variation applies when documents related to securities must be reviewed for compliance.

[Party Name] agrees to review all documents related to the issuance or sale of securities, including any prospectuses, registration statements, and other filings, to ensure they comply with applicable securities laws. The review will be conducted by legal counsel before any documents are submitted to regulatory authorities or made available to investors.

Securities laws advisor clause

This variation applies when the parties must retain advisors to ensure compliance with securities laws.

[Party Name] agrees to retain qualified legal and financial advisors to ensure that all actions taken under this agreement involving securities are in compliance with applicable securities laws. These advisors will be responsible for reviewing all documentation and transactions to ensure compliance with relevant regulations.

Securities laws obligation to correct filings clause

This variation applies when there is an obligation to correct filings under securities laws.

[Party Name] agrees that if any filing with a regulatory body under the securities laws is found to be incomplete or inaccurate, [Party Name] will take immediate corrective action to amend the filing. This includes filing any required amendments to registration statements, financial statements, or other required disclosures.

Securities laws penalty clause

This variation applies when penalties for violations of securities laws are specified.

[Party Name] agrees that any violation of securities laws will result in the imposition of penalties, including but not limited to fines, injunctions, and civil or criminal liability. [Party Name] will indemnify the other party against any such penalties resulting from violations of securities laws related to this agreement.

Securities laws cooperation clause

This variation applies when parties must cooperate in securities law compliance.

[Party Name] agrees to cooperate fully with regulatory authorities in connection with any investigation, inquiry, or legal action arising from securities laws. This includes providing access to records, facilitating interviews, and taking any necessary actions to comply with regulatory requirements related to securities laws.

Securities laws disclosure of insider trading clause

This variation applies when there is a requirement to disclose insider trading.

[Party Name] agrees to disclose any instances of insider trading or other violations of securities laws involving the company’s executives or employees. This disclosure will be made in accordance with the Securities Exchange Act of 1934 and will include all relevant details of the violation.

Securities laws compliance with listing standards clause

This variation applies when compliance with stock exchange listing standards is required.

[Party Name] agrees to comply with all listing standards of the relevant stock exchange on which its securities are traded, including maintaining all required disclosures and filings under securities laws. This compliance will be monitored regularly to ensure continued eligibility for listing.

This variation applies when legal opinions are required for securities transactions.

[Party Name] agrees to obtain legal opinions from qualified securities law counsel confirming that any issuance, transfer, or sale of securities under this agreement complies with applicable securities laws. The legal opinion will be provided prior to any transaction involving securities.

Securities laws review of executive compensation clause

This variation applies when the review of executive compensation under securities laws is required.

[Party Name] agrees to review all executive compensation arrangements for compliance with applicable securities laws, including the Securities Exchange Act of 1934, prior to any public disclosure or filing. Any compensation arrangements that do not comply with securities laws will be revised as necessary.

Securities laws compliance and monitoring clause

This variation applies when ongoing monitoring for compliance with securities laws is required.

[Party Name] agrees to establish ongoing monitoring procedures to ensure compliance with all applicable securities laws. This includes periodic checks to confirm adherence to the Securities Act of 1933, the Securities Exchange Act of 1934, and other relevant laws and regulations, and immediate corrective actions if necessary.

Securities laws reporting obligations clause

This variation applies when there is a requirement to fulfill reporting obligations under securities laws.

[Party Name] agrees to fulfill all reporting obligations under applicable securities laws, including filing reports with the Securities and Exchange Commission (SEC) and other relevant authorities. These reports will be filed in accordance with the deadlines and requirements set forth in the Securities Exchange Act of 1934.

Securities laws transaction approval clause

This variation applies when transactions involving securities must be approved for compliance with securities laws.

[Party Name] agrees that any transaction involving the issuance, sale, or transfer of securities must be reviewed and approved by legal counsel to ensure compliance with applicable securities laws. The transaction will not proceed until confirmation of compliance with the Securities Act of 1933 and any applicable state securities laws.

Securities laws non-compliance notice clause

This variation applies when a notice of non-compliance with securities laws is required.

[Party Name] agrees to promptly notify [other party or authority] of any instance of non-compliance with securities laws, including violations of the Securities Act of 1933 or Securities Exchange Act of 1934, that may affect the performance or obligations under this agreement. This notice will include details of the non-compliance and proposed corrective actions.

Securities laws filings and disclosures clause

This variation applies when specific filings and disclosures under securities laws are required.

[Party Name] agrees to make all necessary filings and disclosures required under securities laws, including but not limited to registration statements, proxy statements, and financial reports, and ensure that such filings are accurate and timely. All disclosures will be made in accordance with the rules of the Securities and Exchange Commission.

Securities laws risk assessment clause

This variation applies when a risk assessment is conducted to evaluate compliance with securities laws.

[Party Name] agrees to conduct a thorough risk assessment of its operations and transactions to identify any risks associated with non-compliance with securities laws. The results of the assessment will be reported to the Board of Directors, and necessary actions will be taken to mitigate identified risks.

Securities laws representation and warranty clause

This variation applies when representations and warranties regarding securities laws compliance are included.

[Party Name] represents and warrants that it is in full compliance with all applicable securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. [Party Name] further warrants that no event has occurred that would cause a violation of these laws and that all required filings and disclosures have been made.

Securities laws dispute resolution clause

This variation applies when securities law-related disputes are to be resolved through specific means.

[Party Name] agrees that any dispute related to compliance with securities laws will be resolved through binding arbitration under the rules of the American Arbitration Association. The dispute resolution process will specifically address violations of securities laws, including disclosure issues and regulatory filings.

Securities laws confidentiality agreement clause

This variation applies when confidentiality is required for sensitive securities information.

[Party Name] agrees to maintain the confidentiality of all material non-public information related to securities transactions or disclosures. This includes ensuring that any confidential information is disclosed only to authorized individuals who are subject to confidentiality obligations under applicable securities laws.

Securities laws compliance certification clause

This variation applies when certification of compliance with securities laws is required.

[Party Name] agrees that senior management, including the CEO and CFO, will annually certify that the company is in compliance with all applicable securities laws. This certification will include a statement that all required filings and disclosures have been made and are accurate to the best of the certifiers' knowledge.

Securities laws trigger event clause

This variation applies when certain trigger events related to securities laws compliance are specified.

[Party Name] agrees that if any event occurs that triggers an obligation to file additional or updated reports under securities laws, such as the acquisition of a significant asset or a material change in the financial condition, the company will file the required reports with the SEC and other regulatory bodies in a timely manner.

Securities laws investor communication clause

This variation applies when communications with investors regarding securities laws compliance are required.

[Party Name] agrees to communicate with investors in a clear and timely manner regarding compliance with securities laws, including any material changes to the company’s financial position or operations that could affect their investments. All investor communications will adhere to the applicable disclosure requirements of the Securities Exchange Act of 1934.

Securities laws compliance audit clause

This variation applies when a compliance audit is conducted to evaluate adherence to securities laws.

[Party Name] agrees to undergo an annual compliance audit conducted by an independent third party to assess adherence to all applicable securities laws. The audit will include a review of the company’s financial reporting, disclosures, and any other transactions involving securities to ensure compliance.

Securities laws compensation clawback clause

This variation applies when compensation is subject to clawback due to violations of securities laws.

[Party Name] agrees that if any compensation paid to executives or employees is later found to have been based on inaccurate financial statements or regulatory filings, [Party Name] will seek to recover such compensation. This clawback provision applies in cases of non-compliance with securities laws, including violations of reporting requirements.

Securities laws compliance with foreign regulations clause

This variation applies when compliance with foreign securities laws is required.

[Party Name] agrees to comply with applicable foreign securities laws if the company operates or issues securities in foreign jurisdictions. [Party Name] will ensure that any securities transactions, offerings, or filings comply with the relevant securities laws of the countries where such activities take place.

Securities laws material change clause

This variation applies when material changes affecting securities laws compliance must be disclosed.

[Party Name] agrees to immediately disclose any material changes in its financial position, operations, or other events that may affect the company’s securities, in compliance with the requirements of the Securities Exchange Act of 1934. Such disclosures will be made through the appropriate channels and within the prescribed deadlines.

Securities laws post-transaction reporting clause

This variation applies when post-transaction reporting is required under securities laws.

[Party Name] agrees to file all necessary post-transaction reports required under applicable securities laws, including but not limited to any disclosures or filings triggered by the purchase or sale of securities. These filings will be made with the SEC and other relevant authorities within the prescribed time limits.

This variation applies when legal responsibility for securities laws violations is clarified.

[Party Name] agrees that any violation of securities laws, whether intentional or accidental, will be the responsibility of the party in violation. [Party Name] further agrees to indemnify the other party against any penalties, fines, or legal costs arising from such violations, including those related to improper filings or misleading disclosures.

Securities laws termination clause

This variation applies when non-compliance with securities laws results in termination.

[Party Name] agrees that if either party violates any applicable securities laws, including failing to make required filings or disclosures, the other party has the right to terminate this agreement immediately. Such termination will not affect any rights or obligations incurred prior to the violation.

Securities laws integration with corporate governance clause

This variation applies when securities laws compliance is integrated into corporate governance practices.

[Party Name] agrees to integrate compliance with securities laws into the company’s corporate governance practices. This includes ensuring that the Board of Directors oversees all material disclosures and filings and that management implements internal controls to ensure the accuracy and timeliness of all required filings.

Securities laws due diligence clause

This variation applies when due diligence is required for securities transactions.

[Party Name] agrees to conduct due diligence on all securities transactions, including reviewing compliance with applicable securities laws. This due diligence will include verifying the accuracy of information provided in connection with the transaction and ensuring that all required disclosures are made in compliance with securities laws.

Securities laws violation consequence clause

This variation applies when consequences for securities law violations are outlined.

[Party Name] agrees that if it violates any securities law, including making false or misleading statements in required filings, it will be subject to penalties, including fines, reputational damage, and any other consequences imposed by regulatory bodies. The party in violation will bear all costs associated with the consequences of such violations.

Securities laws restriction on insider trading clause

This variation applies when insider trading restrictions are incorporated into securities laws compliance.

[Party Name] agrees that no officer, employee, or director will engage in insider trading or disclose material non-public information in violation of applicable securities laws. Any violations of these restrictions will result in immediate forfeiture of rights under this agreement and potential legal action.

Securities laws auditing and reconciliation clause

This variation applies when auditing and reconciliation are required for securities law compliance.

[Party Name] agrees to conduct regular audits and reconciliations of all securities-related activities to ensure compliance with applicable securities laws. These audits will include reviewing the accuracy of filings and verifying that all regulatory requirements are met. The results of these audits will be reported to senior management and relevant stakeholders.

Securities laws compliance oversight clause

This variation applies when there is a requirement for ongoing oversight of securities laws compliance.

[Party Name] agrees to designate a compliance officer responsible for overseeing adherence to all applicable securities laws. This officer will regularly monitor transactions, filings, and disclosures to ensure compliance with both federal and state securities regulations.

Securities laws certification requirement clause

This variation applies when certifications of compliance with securities laws are required.

[Party Name] agrees that the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) will certify the accuracy of all filings made under securities laws, confirming compliance with the Securities Act of 1933 and the Securities Exchange Act of 1934. The certification will be required on an annual basis or when submitting major filings.

Securities laws violation remedy clause

This variation applies when remedies for violations of securities laws are specified.

[Party Name] agrees that any violation of securities laws, including improper disclosures or failure to file required reports, will result in the implementation of remedies, including corrective disclosures, penalties, or other actions as necessary to rectify the violation and comply with applicable laws.

Securities laws disclosure obligations clause

This variation applies when there are specific disclosure obligations under securities laws.

[Party Name] agrees to comply with all disclosure obligations under applicable securities laws, including the requirement to report any material changes in financial status, acquisitions, or other significant events. Disclosures will be made through the appropriate SEC filings, including Forms 8-K, 10-Q, and 10-K, as required.

Securities laws disclosure accuracy clause

This variation applies when accuracy in disclosures under securities laws is mandated.

[Party Name] agrees that all disclosures made under this agreement, including financial statements and material event reports, will be accurate and complete in accordance with the securities laws. Any inaccuracy discovered after submission will be corrected immediately and resubmitted to the appropriate regulatory authorities.

Securities laws compliance with international regulations clause

This variation applies when international securities laws compliance is required.

[Party Name] agrees to ensure compliance with applicable international securities regulations if conducting transactions or filings outside of the United States. This includes complying with relevant European Union regulations, UK financial rules, or other jurisdictional requirements, as applicable.

Securities laws exemption verification clause

This variation applies when exemptions from securities laws need to be verified.

[Party Name] agrees to ensure that any securities transaction exempt from registration under the Securities Act of 1933 is verified by legal counsel. Documentation proving the validity of the exemption will be maintained and made available upon request.

Securities laws reporting responsibility clause

This variation applies when a specific party is responsible for securities law-related reporting.

[Party Name] agrees that [designated party or individual] will be responsible for ensuring that all reports required by securities laws, including registration statements, proxy statements, and annual reports, are submitted to the appropriate regulatory authorities on time.

Securities laws audit rights clause

This variation applies when the right to audit for securities law compliance is specified.

[Party Name] agrees that [other party or regulatory authority] has the right to audit any of the company’s securities-related transactions, filings, and disclosures to verify compliance with applicable securities laws. The audit will include a review of financial statements, SEC filings, and other documents related to securities.

Securities laws post-offering compliance clause

This variation applies when post-offering compliance is required under securities laws.

[Party Name] agrees to maintain compliance with all applicable securities laws following any securities offering, including continued filing of annual and quarterly reports, updates on material changes, and adherence to ongoing disclosure requirements set forth by the Securities and Exchange Commission.

Securities laws insider trading clause

This variation applies when insider trading provisions are outlined.

[Party Name] agrees that no individual with access to material non-public information regarding the company will engage in insider trading, as prohibited under securities laws. Any breach of this clause will result in immediate forfeiture of rights under this agreement and may be subject to legal penalties.

Securities laws access to records clause

This variation applies when access to records is necessary for compliance with securities laws.

[Party Name] agrees to provide [other party or authority] with access to all records, documents, and data necessary to verify compliance with securities laws. This includes access to financial statements, contracts, filings, and communications related to securities transactions.

Securities laws fine and penalty clause

This variation applies when fines and penalties for non-compliance are specified.

[Party Name] agrees to pay any fines, penalties, or sanctions imposed by regulatory authorities for non-compliance with applicable securities laws. These fines may arise from errors or omissions in filings, inadequate disclosures, or violations of securities regulations.

Securities laws termination clause

This variation applies when termination is allowed due to securities laws violations.

[Party Name] agrees that if a violation of securities laws is identified that materially impacts the company’s ability to comply with regulatory obligations, the agreement may be terminated immediately, with all compensation and benefits forfeited. Termination can be enacted by [designated authority] upon discovering the violation.

Securities laws audit and compliance review clause

This variation applies when a formal audit and compliance review are necessary.

[Party Name] agrees to undergo an annual audit of its securities-related activities to assess compliance with all applicable securities laws. The results of this audit will be shared with [other party] and will include recommendations for any necessary corrective actions.

Securities laws offering compliance clause

This variation applies when compliance with securities laws during an offering is required.

[Party Name] agrees to ensure that any offering of securities, whether public or private, is conducted in full compliance with the Securities Act of 1933. This includes filing the appropriate registration statements, preparing necessary disclosures, and providing investors with required information.

Securities laws periodic filings clause

This variation applies when periodic filings are required under securities laws.

[Party Name] agrees to file periodic reports with the Securities and Exchange Commission, including Forms 10-K, 10-Q, and 8-K, to ensure ongoing compliance with the Securities Exchange Act of 1934. These filings will be made in a timely manner as specified under the law.

Securities laws non-compliance notification clause

This variation applies when notification of non-compliance with securities laws is required.

[Party Name] agrees to notify [other party or regulatory body] immediately upon discovering any non-compliance with securities laws, including failure to make required filings, delayed reports, or inaccuracies in disclosures. This notification will include a detailed explanation of the issue and the corrective actions being taken.

Securities laws dispute resolution clause

This variation applies when disputes related to securities laws compliance are to be resolved through a specific process.

[Party Name] agrees that any dispute arising from the interpretation or enforcement of this clause or related securities laws compliance matters will be resolved through binding arbitration in accordance with the rules of the [arbitration body]. The arbitration process will address all issues relating to the alleged violation of securities laws.

This variation applies when legal opinions regarding securities laws compliance are required.

[Party Name] agrees to obtain a legal opinion from qualified securities counsel confirming that all actions taken under this agreement, including securities transactions and disclosures, comply with applicable securities laws. The opinion will be obtained prior to any offering or filing with regulatory authorities.

Securities laws registration requirement clause

This variation applies when securities must be registered in accordance with the laws.

[Party Name] agrees that any securities issued under this agreement will be properly registered with the Securities and Exchange Commission unless an exemption from registration applies. [Party Name] will file all necessary registration statements and provide the required disclosures to ensure compliance with the Securities Act of 1933.

Securities laws waiver of compliance clause

This variation applies when a waiver of compliance with certain securities laws requirements is allowed.

[Party Name] agrees to waive compliance with specific securities laws or regulations only with the written consent of both parties. Such a waiver must be approved by legal counsel, and any waived provisions must be documented in an amendment to this agreement.

Securities laws reporting update clause

This variation applies when reporting requirements are updated under securities laws.

[Party Name] agrees to update its reporting procedures to reflect any changes in securities laws or regulations. If any new filing requirements or reporting obligations arise, [Party Name] will make the necessary updates to ensure compliance with the updated laws.

Securities laws joint filing clause

This variation applies when multiple parties are required to file joint disclosures under securities laws.

[Party Name] agrees to cooperate with [other parties] in filing joint disclosures required by the Securities Exchange Act of 1934. Both parties will work together to ensure that all required filings, including reports on ownership and material transactions, are made in compliance with applicable laws.

Securities laws audit access clause

This variation applies when access to audit records is necessary for compliance with securities laws.

[Party Name] agrees to provide access to its financial records, reports, and any relevant documents necessary for an audit of compliance with securities laws. This access will be granted to authorized auditors, regulators, or other relevant authorities to verify compliance with reporting and disclosure requirements.

Securities laws compliance training clause

This variation applies when training on securities laws compliance is required.

[Party Name] agrees to provide annual training to all relevant employees on compliance with applicable securities laws. The training will cover topics such as proper disclosure practices, insider trading restrictions, and filing requirements under federal and state securities laws.

Securities laws due diligence clause

This variation applies when due diligence is required to ensure compliance with securities laws.

[Party Name] agrees to conduct due diligence to ensure that all securities-related transactions, including offerings or transfers of securities, comply with applicable securities laws. This due diligence will include a review of legal, financial, and regulatory aspects of the transaction to confirm compliance with all relevant laws.

Securities laws compliance with anti-money laundering clause

This variation applies when compliance with anti-money laundering laws is required under securities laws.

[Party Name] agrees to implement anti-money laundering procedures to ensure compliance with applicable securities laws. These procedures will include monitoring transactions for suspicious activity and filing reports with regulatory authorities in accordance with the Bank Secrecy Act and relevant securities regulations.

Securities laws violation notification clause

This variation applies when a party must notify others of a securities law violation.

[Party Name] agrees to notify [other party or authority] immediately upon discovery of any violation of securities laws. This includes violations of the Securities Act of 1933, Securities Exchange Act of 1934, or any state securities laws. The notification will include an explanation of the violation and proposed corrective actions.

Securities laws review of investment documents clause

This variation applies when investment documents must be reviewed for securities law compliance.

[Party Name] agrees that all investment documents, including private placement memorandums, subscription agreements, and shareholder agreements, will be reviewed by legal counsel to ensure compliance with securities laws. Any documents found to be non-compliant will be amended prior to execution.

Securities laws restriction on insider trading clause

This variation applies when insider trading provisions are included in the agreement.

[Party Name] agrees that no employee, director, or officer of [Party Name] will engage in insider trading or disclose material non-public information in violation of applicable securities laws. Violations of this clause will result in immediate forfeiture of rights under this agreement and may lead to legal consequences.

Securities laws periodic reporting clause

This variation applies when periodic reports are required under securities laws.

[Party Name] agrees to file periodic reports required by the Securities and Exchange Commission (SEC), including Forms 10-K, 10-Q, and 8-K, in compliance with the Securities Exchange Act of 1934. Reports will be filed within the time frames specified by the SEC and will contain all material information required.

Securities laws cross-border compliance clause

This variation applies when cross-border securities law compliance is required.

[Party Name] agrees to comply with all applicable securities laws in jurisdictions where securities are offered or traded, including foreign regulatory authorities. If securities are offered internationally, [Party Name] will ensure compliance with foreign securities laws in addition to U.S. regulations.

Securities laws exempt transaction clause

This variation applies when transactions are exempt from registration under securities laws.

[Party Name] agrees that any securities transactions conducted under this agreement will be either registered with the SEC or exempt from registration under applicable securities laws. [Party Name] will ensure that any exempt transactions are in compliance with the rules governing such exemptions, including Rule 506 of Regulation D.

Securities laws notification of material events clause

This variation applies when material events must be disclosed under securities laws.

[Party Name] agrees to notify [other party or regulatory authority] of any material events or changes that may affect the company’s securities. Such events will include changes in financial condition, legal proceedings, or mergers and acquisitions, and will be reported in accordance with the requirements of the Securities Exchange Act of 1934.

This variation applies when a legal compliance review of securities transactions is required.

[Party Name] agrees to conduct an annual legal compliance review of all securities transactions to ensure that all activities related to securities are in compliance with applicable federal and state securities laws. The review will be conducted by external legal counsel, and a report will be provided to the Board of Directors.

Securities laws audit report clause

This variation applies when an audit report is required to confirm compliance with securities laws.

[Party Name] agrees to provide an independent audit report confirming compliance with securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. This report will include an assessment of all filings, disclosures, and any issues related to securities transactions.

Securities laws compliance with registration statement clause

This variation applies when compliance with registration statement requirements is necessary.

[Party Name] agrees to ensure that all required registration statements, including those for public offerings or private placements, are filed in compliance with securities laws. The registration statement will be reviewed by legal counsel for accuracy and completeness before being submitted to the SEC.

Securities laws penalties for non-compliance clause

This variation applies when penalties for non-compliance with securities laws are outlined.

[Party Name] agrees that failure to comply with applicable securities laws will result in penalties, including fines, sanctions, or civil actions. Any penalties imposed due to non-compliance will be the responsibility of the violating party, and they will indemnify the other party for any resulting costs.

Securities laws capital raising clause

This variation applies when capital raising activities must comply with securities laws.

[Party Name] agrees that any capital raising activities, including the issuance of securities, will comply with applicable securities laws. This includes registering securities or ensuring that they qualify for an exemption from registration, and providing required disclosures to investors in compliance with the Securities Act of 1933.

Securities laws liability for false statements clause

This variation applies when parties are liable for false statements in securities filings.

[Party Name] agrees that if any party makes false or misleading statements in connection with any securities filings or disclosures, they will be liable for damages resulting from such statements, including any fines or penalties imposed by regulatory authorities under the securities laws.

Securities laws compliance with crowdfunding regulations clause

This variation applies when compliance with securities laws related to crowdfunding is required.

[Party Name] agrees to comply with all applicable securities laws related to crowdfunding, including the requirements of the JOBS Act and Regulation Crowdfunding. This includes ensuring that all crowdfunding campaigns are conducted in accordance with the rules governing public offerings of small amounts of securities.

Securities laws compliance with insider trading rules clause

This variation applies when compliance with insider trading rules is required.

[Party Name] agrees that all parties involved in this agreement will adhere to insider trading rules under the Securities Exchange Act of 1934. Any individual with access to non-public, material information related to the company’s securities is prohibited from trading or disclosing such information to others for trading purposes.

Securities laws audit access clause

This variation applies when there is a right to access audit records related to securities laws compliance.

[Party Name] agrees to provide full access to audit records for any transactions, filings, or disclosures related to securities to [other party or regulatory body]. These records will be reviewed periodically to ensure compliance with securities laws and regulations.

Securities laws filing deadline clause

This variation applies when specific deadlines for securities filings are outlined.

[Party Name] agrees to meet all filing deadlines set by the Securities and Exchange Commission (SEC) and other relevant regulatory authorities for disclosures and other reports required under securities laws. All filings will be submitted on time to avoid penalties and ensure continued compliance.

Securities laws materiality threshold clause

This variation applies when materiality thresholds for disclosures under securities laws are specified.

[Party Name] agrees to disclose any material events or financial changes that may affect the value of its securities in accordance with securities laws. Events will be considered material if they are significant enough to affect an investor's decision, based on the materiality threshold outlined in SEC regulations.

Securities laws public offering compliance clause

This variation applies when a public offering of securities must comply with securities laws.

[Party Name] agrees that any public offering of securities will comply with the applicable registration and disclosure requirements under the Securities Act of 1933. All required documents, including the registration statement and prospectus, will be filed with the Securities and Exchange Commission before the offering proceeds.

Securities laws corporate governance compliance clause

This variation applies when corporate governance practices are tied to securities laws compliance.

[Party Name] agrees to adopt and maintain corporate governance practices that comply with securities laws, including the requirements for independent directors, audit committees, and financial reporting. These practices will be reviewed regularly to ensure they meet all SEC requirements and relevant state laws.

Securities laws shareholder approval clause

This variation applies when shareholder approval is necessary for securities transactions.

[Party Name] agrees that any transaction involving the issuance of new securities or significant changes to the company’s capital structure will require approval by the shareholders in accordance with applicable securities laws. This approval will be obtained before any such transaction is executed.

Securities laws regulatory investigation clause

This variation applies when a regulatory investigation of securities laws compliance is required.

[Party Name] agrees to cooperate fully with any regulatory investigation into compliance with securities laws. This includes providing access to records, answering inquiries, and taking corrective actions if necessary, as directed by regulatory authorities, including the SEC.

This variation applies when related party transactions must be disclosed under securities laws.

[Party Name] agrees to disclose any related party transactions, including transactions between the company and its directors, executives, or significant shareholders, in accordance with the disclosure requirements of the Securities Exchange Act of 1934. These disclosures will be made in the company’s periodic filings with the SEC.

Securities laws pre-transaction compliance clause

This variation applies when compliance with securities laws is required before a transaction.

[Party Name] agrees that all necessary filings, disclosures, and other regulatory requirements under securities laws will be completed prior to any transaction involving the issuance, sale, or transfer of securities. This includes obtaining all necessary approvals and providing required documentation to regulatory authorities.

Securities laws compliance with proxy rules clause

This variation applies when compliance with proxy rules under securities laws is required.

[Party Name] agrees to comply with the proxy solicitation rules under the Securities Exchange Act of 1934, including the requirement to file proxy statements with the SEC before any shareholder meeting. The proxy statement will contain all necessary information for shareholders to make informed voting decisions.

Securities laws disclosure of executive compensation clause

This variation applies when executive compensation must be disclosed in accordance with securities laws.

[Party Name] agrees to disclose the compensation of its executive officers in accordance with the requirements of the Securities Exchange Act of 1934. This disclosure will be included in the company’s annual proxy statement, which will be filed with the SEC.

Securities laws pre-approval of transactions clause

This variation applies when pre-approval for securities transactions is required.

[Party Name] agrees that all transactions involving the purchase or sale of securities by insiders, including executives and directors, will require pre-approval in accordance with securities laws. Pre-approval will be granted by the company’s legal department to ensure compliance with insider trading rules.

Securities laws non-compliance consequence clause

This variation applies when consequences for non-compliance with securities laws are outlined.

[Party Name] agrees that any failure to comply with applicable securities laws, including failure to file required reports or make necessary disclosures, will result in the imposition of consequences, including penalties, fines, or termination of the agreement.

Securities laws review of financial reporting clause

This variation applies when financial reporting

must be reviewed for securities law compliance.

[Party Name] agrees to review its financial statements and reports for compliance with securities laws before submission to regulatory bodies. This review will ensure that all disclosures are accurate and meet the requirements set forth by the Securities and Exchange Commission.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

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