SEC Reporting Rule Books

Download the 2008 SEC Reporting Rules for:

Forms 10-K, 10-Q and 8-K
Forms 10-KSB, 10-QSB and 8-K
Proxy Statements

About the Authors

Patricia Gritzan
Patricia Gritzan is a Partner and member of Saul Ewing's Business Department in the Firm's Philadelphia office. She concentrates her practice in securities and general corporate matters, including corporate governance and disclosure issues, public and private sales of securities, business acquisitions, proxy solicitations, takeover defenses, and structured financings. Ms. Gritzan's clients include numerous public and private entities. Ms. Gritzan's representations cover a range of issues business enterprises face as they grow. She assists clients from the initial formation of the enterprise, through capital raising, acquisition of assets or other businesses, implementing appropriate protections against hostile takeovers, and advising boards of directors and officers regarding their fiduciary duties and corporate governance obligations. Her extensive business management experience as a commercial lender and banker, obtained during a 17-year career preceding her attendance at law school, enables her to better understand the needs of businesses at each stage of development. Ms. Gritzan is Co-Chair of the Firm's Securities Transactions Practice Group and a member of the Firm's Corporate Governance and Venture Capital/Private Equity Practice Groups. Ms. Gritzan has written and lectured on various aspects of corporate governance and recent securities regulations.

Katayun Jaffari
Katayun Jaffari is a Partner and member of Saul Ewing's Business Department in the Firm's Philadelphia office. She practices in the area of business law, and concentrates her practice in a broad range of matters including securities, corporate governance, and mergers and acquisitions. Her experience includes counseling companies in acquisitions, sales, securities offerings, public reporting documents, internal investigations, federal and state governance issues, and exchange listing matters. Ms. Jaffari represents public and private companies in a variety of industries, including biotechnology, energy and emerging businesses. Ms. Jaffari has written and lectured in the areas of corporate governance and securities law. As a member of Saul Ewing's Securities Transactions and Corporate Governance Practice Groups, Ms. Jaffari has represented biotechnology and energy firms in addition to other companies in a range of complex securities and mergers and acquisitions transactions. Ms. Jaffari has extensive experience counseling public companies in the area of securities law compliance, including reporting requirements under NYSE, NASDAQ and AMEX regulations. Ms. Jaffari represents public and private companies in initial public offerings, secondary offerings, and private offerings, including PIPE transactions as well as 144A transactions. Ms. Jaffari has counseled clients in complex mergers and acquisitions between private companies and public companies.

Craig Zappetti
Craig Zappetti is a Partner in the Business Department of Saul Ewing LLP where he concentrates his practice on securities transactions, mergers and acquisitions and general corporate matters. Mr. Zappetti has extensive experience counseling public companies that are classified as “smaller reporting companies” and in completing transactions in which private companies enter the public markets. He has completed numerous reverse mergers of private companies into public shell companies and, in 2003, completed the first blank check company initial public offering (commonly referred to as “SPACS”) in the recent wave of these transactions. Mr. Zappetti has counseled clients regarding compliance with various aspects of the Securities Act of 1933, the Securities Exchange Act of 1934 and related regulations. Mr. Zappetti also has extensive experience in counseling public companies on maintaining compliance with Nasdaq, New York Stock Exchange and American Stock Exchange rules and NASD Over-the-Counter Bulletin Board eligibility requirements. He also has counseled audit committees and boards of directors regarding the design, implementation and administration of corporate governance and compliance programs. Mr. Zappetti has also represented clients in private placement offerings of securities, including private investment in public equity (PIPE) transactions, private equity investment transactions, debt exchange offerings, and mergers and acquisitions. Prior to attending law school, Mr. Zappetti was a certified public accountant for KPMG, LLP in Philadelphia for four years.

John Chung
John Chung is an Associate in the Business Department in the Philadelphia office. Prior to joining Saul Ewing, Mr. Chung participated in the Firm's summer internship program. In this capacity, he researched a variety of legal issues and wrote memoranda analyzing case law, statutes and regulations. While in law school, Mr. Chung was a summer intern for the Honorable Tonianne J. Bongiovanni of the U.S. District Court for the District of New Jersey in Trenton and concurrently served as an Environmental Enforcement Intern at the New Jersey Office of the Attorney General. Mr. Chung has also served as a judicial extern for the Honorable Joseph H. Rodriguez of the U.S. District Court for the District of New Jersey in Camden. Prior to law school, Mr. Chung worked as an actuary for the Chubb Group of Insurance Companies. Mr. Chung graduated from Rutgers Camden Law School, with honors, and received a bachelor’s degree in Economics from the Johns Hopkins University.

Jeffrey M. Lipschutz
Jeffrey M. Lipschutz is an Associate in the Business Department of Saul Ewing LLP. He concentrates his practice on securities and corporate law. Mr. Lipschutz has counseled clients regarding compliance with various aspects of the Securities Act of 1933, the Securities Exchange Act of 1934 and related rules and regulations. He also has counseled audit committees and boards of directors regarding the design, implementation and administration of corporate governance and compliance programs. Mr. Lipschutz earned his J.D. from Temple University, James E. Beasley School of Law and his B.S. in Finance from the Pennsylvania State University, Smeal College of Business. Mr. Lipschutz is admitted to practice in Pennsylvania and New Jersey.

Justin Ettelson
Justin Ettelson is an Associate in the Business Department in the Philadelphia office where he concentrates his practice in securities transactions and general corporate matters. Prior to law school, Mr. Ettelson served as Supervisor of Examiners in the Philadelphia District Office of the Financial Industry Regulatory Authority (FINRA), formerly NASD, Inc. In this role he co-managed District operations, developed and executed the District's broker/dealer examination program, and assisted regional attorneys in the prosecution of enforcement actions. He also provided consultation to FINRA member firms on regulatory and technology issues and interacted with other self-regulatory organizations and federal and state securities agencies. While in law school, Mr. Ettelson continued his service with FINRA as a Special Investigator. In this capacity, he supervised on-site performance of broker/dealer examinations for compliance with federal securities and NASD rules and regulations, and reviewed new member applications. Mr. Ettelson also served as a law clerk in the office of a New Jersey attorney. Prior to joining FINRA, Mr. Ettelson was a Manager in the Examinations Department of the Philadelphia Stock Exchange where he supervised examinations of the Exchange’s market makers, floor brokers, and specialists.

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