Merrill Glossary

Gain quick access to terms and phrases frequently used across the industries Merrill serves and learn how we can help.

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A B C D E F G H I J K L M N O P Q R S T U V W X Y Z
  • What Is an Annual Report?

    An annual report is a company publication provided annually to shareholders detailing a company's operations and fiscal performance over the past year. Most publicly held companies are required by law to distribute annual reports to shareholders.

  • What Is an ANOC?

    ANOC is an acronym for Annual Notice of Change, a document that healthcare providers are required by US regulations to provide to their members detailing changes to coverage effective on January 1 of the upcoming year. The aim of the ANOC is to provide healthcare subscribers with accurate, updated information and adequate time to assess their healthcare options.

  • What Is Continuous Disclosure?

    In Canada, many public companies are required to disclose specific information about their business and financial status on a regular basis. Amendments are currently being implemented to ensure more consistent application of disclosure requirements and other securities legislation across Canadian provinces and exchanges.

  • What Is The Dodd-Frank Act?

    The Dodd-Frank Act of 2010, also known as the Dodd-Frank Wall Street Reform and Consumer Protection Act, comprises 2,000 pages of federal rules and regulations for financial institutions and their customers. Named after its Democratic sponsors, US Senator Christopher J.

  • What Is EDGAR?

    EDGAR (Electronic Data Gathering, Analysis and Retrieval) is the Security and Exchange Commission’s automated, online database where corporate regulatory filings are submitted and displayed. The system collects, validates, indexes, accepts and forwards regulatory submissions, also enabling the public at large to search and view filings freely on the web or via FTP.

  • What Is an EOC?

    EOC is an acronym for Evidence of Coverage, a document that details plan coverage, a member’s rights and responsibilities as well as the associated costs each year. Healthcare providers are required by US regulations to provide the EOC, also referred to as a certificate of coverage, to each and every member.

  • What Is IFRS (International Financial Reporting Standards)?

    IFRS is an acronym for International Financial Reporting Standards, a set of accounting principles initially outlined to harmonize EU practices that has become a de facto global accounting standard. Since 2001, the International Accounting Standards Board (IASB) has taken responsibility for codifying and developing IFRS principles to achieve the harmonization necessary to support global business.

  • What Is Form 6-K?

    Form 6-K is submitted by certain foreign private issuers to the US Securities and Exchange Commission to keep investors aware of information the issuers distribute outside of the United States. The only SEC submission required of foreign issuers outside of annual reports, this Exchange Act form aims to ensure cross-border transparency of information and investor protection.

  • What Is Form 8-K?

    Whenever a US public company experiences any event of importance to shareholders or the SEC, whether a major material event or significant corporate change, Form 8-K must be filed with the Securities and Exchange Commission (SEC) within four business days. The form gives the name and description of the events and includes relevant exhibits, like press releases, financial statements and data tables.

  • What Is Form 10?

    Form 10 is used to register securities with the Securities and Exchange Commission (SEC) for trade on US exchanges. Also known as the General Form for Registration of Securities, it provides essential information including the type and amount of security being issued, the issuer’s financial information, and potential opportunities and conflicts of interest.

  • What Is Form 10-K?

    Form 10-K is a report that provides a comprehensive summary of a company’s business, risks, and operational and financial condition for the fiscal year. Pursuant to The Securities Exchange Act of 1934, a Form 10-K must be completed and filed annually with the US Securities and Exchange Commission (SEC) by most publicly traded US companies.

  • What Is Form 10-Q?

    Form 10-Q is a performance report that public companies are required to file with the Securities and Exchange Commission (SEC) on a quarterly basis for the first three quarters of the fiscal year. In accordance with The Securities Exchange Act of 1934, it provides investors with an ongoing, comprehensive view of a company’s financial position during the year, including unaudited financial statements.

  • What Is Form 20-F?

    Form 20-F is the primary disclosure document required of foreign private issuers listing equity shares on exchanges in the United States. It’s most often filed with the Securities and Exchange Commission (SEC) as an annual report, but is also used to register classes of securities.

  • What Is Form 40-F?

    Also called the Registration and Annual Report for Canadian Securities Form, Form 40-F is a filing with the US Securities and Exchange Commission (SEC) used by Canadian companies that want to offer their securities to United States investors. In addition to being used to register Canadian securities in the United States, Form 40-F provides investors with valuable insight into the Canadian companies offering them.

  • What Is Form DEF 14A?

    Also called a “definitive proxy statement,” Form DEF 14A is intended to furnish security holders with adequate information to be able to vote confidently at an upcoming shareholders' meeting. It’s most commonly used with an annual meeting proxy and filed in advance of a company’s annual meeting.

  • What is SEC Submission DEFM14A?

    Form DEFM14A must be filed with the Securities and Exchange Commission (SEC) prior to a merger or acquisition that will require a shareholder vote. Under The Securities Exchange Act of 1934, the form is meant to uphold shareholders' rights by providing them with enough information to enable them to vote at a security holders' meeting or via a proxy vote that they authorize.

  • What Is Form F-1?

    Form F-1 must be filed with the US Securities and Exchange Commission (SEC) by certain foreign private issuers before they can make an IPO (initial public offering) or other first-time security offering in the United States. The form also serves as a catchall, used to register foreign-issued securities for which no other form is already authorized or prescribed.

  • What Is Form N-MFP?

    Registered money market funds use Form N-MFP to report their portfolio holdings and other information to the US Securities and Exchange Commission (SEC) on a monthly basis. Under the Investment Company Act of 1940, the form discloses information such as series-level and class-level details about the fund, its schedule of portfolio securities—including net and shadow net asset values, daily and weekly liquid assets and weekly shareholder flows—and basics such as whether the fund is liquidating or merging.

  • What Is Form N-SAR?

    Registered investment management companies use Form N-SAR to disclose information about fund operations and portfolio holdings. Filed with the Securities and Exchange Commission (SEC) on a semi-annual basis, the form protects investors by providing basic information to help them choose a company to trust with their investments.

  • What Is Form S-1?

    Required by the Securities and Exchange Commission (SEC), a Form S-1 must be filed by any company aiming to go public. The company files an S-1 in order to register its new securities before it can offer shares in the company on a public, national exchange.

  • What Is Form S-3?

    Form S-3 is a simplified form for registering securities with the Securities and Exchange Commission (SEC). The form can be used by a company to register securities under the Securities Act of 1933, instead of using Form S-1.

  • What Is Form S-4?

    Form S-4 must be submitted to the Securities and Exchange Commission (SEC) by a publicly traded company involved in a merger or acquisition between companies or by companies carrying out a business exchange offer. Also called a registration statement under The Securities Exchange Act of 1933, Form S-4 is intended to curtail fraud by requiring companies to furnish details related to share distribution, terms and amounts, as well as any other key merger or exchange offer information.

  • What Is Form S-11?

    A registration statement under The Securities Exchange Act of 1933, Form S-11 must be filed with the Security and Exchange Commission (SEC) by any real estate investment trust (REIT) or other company owning real estate for investment purposes, if it intends to offer securities. A trust or company files the completed Form S-11 in the SEC online filing system, EDGAR (Electronic Data Gathering, Analysis and Retrieval).

  • What Is Rule 144A?

    Rule 144A of the Securities Act of 1933 provides a “safe harbor” from certain restrictions normally imposed to protect public investors. It can be applied when reselling private securities to qualified institutional buyers (QIBs)-that is, buyers that are considered financially sophisticated and are legally recognized by securities market regulators as needing less protection.

  • What Is SEC Form 1-A?

    SEC Form 1-A is an offering statement required by the Securities and Exchange Commission (SEC) for the registration of certain securities that are qualified under Regulation A. This regulation was revised in 2015 to make it more useable and available for offerings up to $50 million.

  • What Is SEC Form 1-K?

    SEC Form 1-K must be filed on an annual basis with the Securities and Exchange Commission (SEC) by issuers that have completed a Tier 2 offering under Regulation A. Tier 2 comprises offerings of securities up to $50 million in a 12-month period.

  • What Is SEC Form 1-Z?

    SEC Form 1-Z must be filed with the Securities and Exchange Commission (SEC) by issuers that have qualified an offering under Regulation A. This exit report must include certain types of information based on the tier of offerings.

  • What is ISO (International Organization for Standardization)?

    ISO is an acronym for International Organization for Standardization, the Geneva-based non-governmental organization that is the world's largest developer and publisher of voluntary international standards. The ISO currently includes members from 162 countries, with 3,368 technical bodies responsible for standards development.

  • What Is Periodic & Interim Reporting?

    Periodic and interim reporting is the practice of providing company performance reports for periods shorter than a fiscal year, such as monthly, quarterly or semi-annual reports. Known as periodic reports, interim reports or interim statements, these updates provide important company information between annual reporting periods.

  • What Are Registration Forms?

    Registration forms are documents notifying the SEC of the issuer's intent to operate as an investment company, in accordance with US regulations. The first document that must be filed with the SEC is a notification of registration on Form N-8A, followed within three months by a registration statement on the appropriate SEC form for the type of investment or securities company the issuer is registering.

  • What Is Section 16 (Forms 3, 4, 5)?

    Section 16 of The Securities Exchange Act of 1934 requires corporate insiders to publicly disclose their company affiliations, material changes in their holdings or unreported insider transactions through various regulatory filings with the US Securities and Exchange Commission (SEC). Specifically, Section 16 mandates that Forms 3, 4 and 5 be filed by insiders—in other words, company investors who are directly or indirectly beneficial owners of more than 10% of stock in a company or directors and officers of the issuer of the securities.

  • What Is Section 508 Compliance?

    As part of the US Rehabilitation Act, Section 508 outlines responsibilities for access to people with disabilities. According to Section 508 guidelines, federal agencies and their contractors are required to make public documents accessible to people with physical, sensory or cognitive disabilities.

  • What Is a Securities Offering?

    To raise funds for expansion, businesses often opt to raise capital through a securities offering. Many small companies offer equity in the form of common stock, while more established companies may also offer bonds representing their debt obligations.

  • What Is SEDAR?

    SEDAR is an acronym for System for Electronic Document Analysis and Retrieval (SEDAR), Canada's electronic filing system for disclosures by public companies and investment funds. This system allows regulated company and securities information to be consistently collected, shared and filed with the 13 provincial and territorial securities regulatory authorities (the Canadian Securities Administrators, or CSA) in the SEDAR filing system.

  • What Is the US GAAP Taxonomy?

    GAAP is an acronym for Generally Accepted Accounting Principles, the standard accounting recording and reporting procedures used to compile financial statements to meet US industry standards and regulations. The GAAP aims to ensure consistency in financial reporting, so that investors can better assess financial statements for investment purposes.

  • What Is XBRL?

    XBRL is an acronym that stands for “eXtensible Business Reporting Language,” the interactive standard for communicating financial data introduced by the US Securities and Exchange Commission (SEC) as part of its Electronic Data Gathering, Analysis and Retrieval (EDGAR) program. In technical terms, XBRL is an XML (extensible markup language) that allows financial data to be tagged consistently, so that it can be more easily organized, shared and tracked.

  • What Is a Virtual Data Room (VDR)?

    A virtual data room (VDR) is a highly secure online repository for storing, managing, collaborating on and distributing highly sensitive data and documents. It offers a highly efficient method of sharing critical business information.

  • Content Management System (CMS)

    A Content Management System or CMS is used to manage the workflow of media (e.g. documents, files, video, etc.) in a collaborative environment.

  • ISO 13485:2003

    ISO 13485 is based on ISO 9001 with a focus on the design, development, production and installation of medical devices and related services. This standard emphasizes “maintaining” effectiveness of processes, rather than the “continual improvement” that is stressed in ISO 9001.

  • What Is the Trust Indenture Act of 1939?

    The Trust Indenture Act of 1939 mandates the use of a formal written agreement, or indenture, to fully disclose the legal obligations pertaining to certain debt securities or bonds, in general including debt securities sold in transactions registered with the Securities and Exchange Commission (SEC). Both the bond issuer and the bondholder must sign the indenture.

  • What Is the Securities Act of 1933?

    The Securities Act of 1933, also known as the ‘33 Act or the Truth in Securities law, was the first major federal legislation passed to regulate the sale of securities. It was put into place in response to the stock market crash of 1929 as a means of ensuring better transparency in financial statements to aid buyers in their investment decision-making as well as eliminate fraudulent activity and deceit in the securities market.

  • What Is the Securities Exchange Act of 1934?

    The Securities Exchange Act of 1934 was passed in order to govern the secondary trading of securities in the US. Secondary trading typically takes place through brokers or dealers.

  • What Is the Securities Investor Protection Act of 1970?

    The Securities Investors Protection Act of 1970 amended the Securities Exchange Act of 1934 and authorized the creation of the Securities Investor Protection Corporation (SIPC). Sponsored by the US government, the SIPC is a non-profit, independent corporation that requires the membership of most registered brokers and dealers under the 1934 Act.

  • What Is Schedule 13G?

    Schedule 13G, a simpler, short-form version of Schedule 13D, can be used to disclose the beneficial ownership of a company in lieu of Schedule 13D as long as certain conditions are met by three categories of owners: a qualified institutional investor in accordance with Rule 12d-1(b), a passive investor based on Rule 13d01(c) and an exempt investor laid out in Rule 13d-1(d). Qualified institutional investors must file Schedule 13G within 45 days of the end of the calendar year in which they acquired more than 5% of a company.

  • What Is Schedule 13D?

    Schedule 13D must be filed with the Securities and Exchange Commission (SEC) when an entity acquires more than 5% of any class of publicly traded securities in a public company. In accordance to Rule 13D, this particular SEC filing of an initial beneficial ownership must be submitted within 10 days of the transaction.

  • What Is the Sarbanes-Oxley Act (SOX)?

    The Sarbanes-Oxley Act of 2002, also known as Sarbanes-Oxley, Sarbox or SOX, was passed by Congress to require public companies and their top management to fully disclose their financial and accounting practices and activities. Sarbanes-Oxley, which comprises 11 sections, also contains provisions that address privately held companies.

  • What Is Regulation S-X?

    Regulation S-X governs the format and content of financial statements filed with the Securities and Exchange Commission (SEC) by publicly traded securities. These financial statements are prepared according to US GAAP and filed as part of registration statements mandated by the Securities Act of 1933; registration statements under section 12; annual or other reports; under section 13 and 15(d), and proxy and information statements outlined in section 14 of the Securities Exchange Act of 1934.

  • What Is Regulation S-T?

    Regulation S-T outlines rules and procedures pertaining to the Securities and Exchange Commission’s (SEC) Electronic Data Gathering, Analysis and Retrieval (EDGAR) system, by which domestic registrants, foreign private issuers and foreign governments must submit reports, schedules, forms and other filings electronically to the SEC. This includes registration statements under the Securities Act of 1933 as well as registration statements, reports and other disclosures under the Securities Exchange Act of 1934.

  • What Is Regulation S-K?

    Mandated by the Securities Act of 1933, Regulation S-K dictates the reporting requirements for various Securities and Exchange Commission (SEC) filings used by public companies. Regulation S-K applies to SEC Form S-1, which is the registration statement companies file with the SEC during their IPO.

  • What Is Regulation Fair Disclosure (FD)?

    Regulation Fair Disclosure, also known as Regulation FD or Reg FD, requires that all publicly traded companies disclose material information to all investors simultaneously. Intended to quash selective disclosure where typically large institutional investors would receive key market information before other smaller, individual investors, Regulation FD makes communication between companies and investors more transparent, frequent and timely.

  • What Is Regulation E?

    Regulation E exempts the securities issued by small business investment companies (SBICs) and investment companies acting as business development companies (BDCs) from having to be registered under the Securities Act of 1933. The exemption stands as long as certain conditions are met including keeping the aggregate offering price of all securities that might be sold by an issuer within a 12-month period below $5 million.

  • What Is Regulation D?

    Regulation D, also known as Reg Dex or Reg D, comprises three rules—rules 504, 505 and 506—that provide exemptions from registration requirements with the Securities and Exchange Commission (SEC) for certain companies offering and selling securities. These companies are smaller in size and often can’t bear the financial burden of a typical SEC registration.

  • What Is Regulation CE?

    Regulation CE makes certain issues of securities exempt from registration requirements mandated by the Securities Act of 1933—as long as the issuers satisfy the conditions of paragraph (n) of Sec. 25102 of the California Corporations Code.

  • What Is Regulation C?

    Regulation C implements the Home Mortgage Disclosure Act (HMDA) of 1975. It’s intended to provide the public with information on whether lending institutions—such as banks, savings associations, credit unions and other mortgage-lending institutions—are serving prospective buyers with the housing credit needed in the communities where the institutions are located.

  • What Is Regulation A?

    Regulation A, also known as Reg A, allows companies to offer and sell securities to the public without having to register the securities with the Securities and Exchange Commission (SEC). The regulation exempts small- to medium-sized companies from registration requirements in order to make it easier to raise capital under two different tiers.

  • What Is Jumpstart Our Business Startups (JOBS) Act?

    The Jumpstart Our Business Startups (JOBS) Act was passed by Congress and signed into law by President Barack Obama to encourage funding of small businesses and startups in the US. Comprising seven titles, it was designed to relax federal regulations and allow for equity crowdfunding, making it easier for companies to access funding while giving individuals a chance to invest in private companies.

  • What Is The Investment Company Act of 1940?

    Considered one of the most important pieces of regulation governing the US stock market, the Investment Company Act of 1940 is a law that Congress passed to define and regulate mutual funds and closed-end funds as well as hedge funds, private equity funds and holding companies. The Investment Company Act, which is enforced by the Investment Management division at the Securities and Exchange Commission (SEC), is intended to “mitigate and … eliminate the conditions … which adversely affect the national public interest and the interest of investors.” The Investment Company Act of 1940—along with the Investment Advisers Act of 1940—was put in place in response to the Wall Street crash of 1929 and the ensuing Great Depression.

  • What Is The Investment Advisers Act of 1940?

    The Investment Advisers Act of 1940 is a law passed by Congress and administered by the Securities and Exchange Commission (SEC) to regulate and prevent fraudulent conduct by money managers, investment consultants and financial planners. These various investment advisers are required to operate against a code of conduct set forth under the Act to ensure that all conflicts of interest between them and their clients are eliminated.

  • What Is SEC Form TA-W?

    SEC Form TA-W is a notice of withdrawal from registration that transfer agents submit in compliance with Section 17A of the Securities Exchange Act of 1934. Using this form, transfer agents must supply the reasons for terminating the performance of their functions or for otherwise requesting to withdraw registration.

  • What Is SEC Form TA-2?

    Transfer agents submit SEC Form TA-2 as a means of providing an annual report of transfer activities. These activities comprise transactions between issuers of securities and their holders—from recording ownership changes to distributing dividends.

  • What Is SEC Form TA-1?

    Transfer agents must file SEC Form TA-1 in compliance with Section 17A of the Securities Exchange Act of 1934 to register or amend registration with one of four regulatory agencies—Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation or the Securities and Exchange Commission (SEC). Transfer agents, which are typically banks or trusts though can sometimes comprise companies that serve as their own agents, facilitate secondary trades.

  • What Is SEC Form 12b-25?

    Also known as the Notification of Late Filing, SEC Form 12b-25 is filed with the Securities and Exchange Commission (SEC) by a company that determines it is unable to file a required periodic report when it is due without unreasonable effort or expense for SEC Form 10-K, 20-F, 11-K, N-SAR, N-CSR, 10-Q or 10-D. This filing is intended to circumvent penalties associated with the failure to file these types of required forms in a timely manner.

  • What Is SEC Form N-Q?

    Mutual funds and other registered investment management companies must disclose their portfolio holdings on SEC Form N-Q under Section 30(b) of the Investment Company Act of 1940 and Sections 13(a) and 15(d) of the Securities Exchange Act of 1934. Funds must file the form with the Securities and Exchange Commission (SEC) within 60 days of the close of the first and third fiscal quarters of each year.

  • What Is SEC Form N-PX?

    SEC Form N-PX details the proxy voting record of mutual funds and other registered management investment companies for the most recent 12-month period ending on June 30. In accordance with Section 30 of the Investment Company Act of 1940 and Sections 13 and 15(d) of the Securities Exchange Act of 1934, SEC Form N-PX must be filed with the Securities and Exchange Commission (SEC) no later than August 31 of each year.

  • What Is SEC Form MA?

    SEC Form MA, or the Municipal Advisor Form, must be filed with the Securities and Exchange Commission (SEC) by municipal advisors. A municipal advisor is “a person (who is not a municipal entity or an employee of a municipal entity) providing advice to or on behalf of a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities, or that undertakes a solicitation of a municipal entity or obligated person.” The requirement for filing SEC Form MA, as mandated by Section 975 of the Dodd-Frank Act—and which amended Section 15B of the Securities Exchange Act of 1934, went into effect on July 1, 2014.

  • What Is SEC Form D?

    SEC Form D, also known as Reg Dex or Reg D, is required for companies and funds offering and selling securities without registration under the Securities Act of 1933 in reliance on an exemption provided in Regulation D or Section 4(a)(5). The form must be filed within 15 days after the first sale of securities.

  • What Is SEC Form 144?

    When an executive officer, director or affiliate of a publicly traded company places an order to sell a specified number of unregistered shares within the next three months, they must file SEC Form 144 with the Securities and Exchange Commission (SEC) as a notice of their intent to sell. This requirement is pursuant to Rule 144 under the Securities Act of 1933, which regulates the resale of restricted securities and securities held by affiliates.

  • What Is SEC Form 13H?

    SEC Form 13H is used by large traders to register with the Securities and Exchange Commission (SEC) in accordance with the requirements set forth in Section 13(h) of the Securities Exchange Act of 1934. This reporting form is a means by which the SEC can identify traders dealing in a sizeable amount of trading activity, collect information on as well as analyze their trading activity.

  • What Is SEC Form 13F?

    institutional investment managers having equity assets under management of $100 million or more must use SEC Form 13F—pursuant to Section 13(f) of the Securities Exchange Act of 1934—to disclose information about themselves as well as their recent investment holdings. Also known as the Information Required of Institutional Investment Managers Form, this report must be filed with the Securities and Exchange Commission (SEC) within 45 days of the end of each quarter.

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