View Information Collection Request (ICR) Package
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Please note that the OMB number and expiration date may not have been determined when this Information Collection Request and associated Information Collection forms were submitted to OMB. The approved OMB number and expiration date may be found by clicking on the Notice of Action link below.
View ICR - OIRA Conclusion
OMB Control No:
3235-0324
ICR Reference No:
201102-3235-026
Status:
Historical Active
Previous ICR Reference No:
201002-3235-011
Agency/Subagency:
SEC
Agency Tracking No:
CF 270-287
Title:
Form S-4 - Registration Statement
Type of Information Collection:
Revision of a currently approved collection
Common Form ICR:
No
Type of Review Request:
Regular
OIRA Conclusion Action:
Approved without change
Conclusion Date:
03/24/2011
Retrieve Notice of Action (NOA)
Date Received in OIRA:
03/03/2011
Terms of Clearance:
Inventory as of this Action
Requested
Previously Approved
Expiration Date
03/31/2014
36 Months From Approved
04/30/2013
Responses
619
0
619
Time Burden (Hours)
634,425
0
631,805
Cost Burden (Dollars)
761,311,401
0
758,167,801
Abstract:
Form S-4 is the form under the Securities Act used to register the issuance of securities with business combination transactions.
Authorizing Statute(s):
US Code:
15 USC 77c(b),77f, 77g, 77j, 77s(a)
Name of Law: Securities Act of 1933
US Code:
15 USC 78m, 78n(a), 78n-1, 78w(a)
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78mm
Name of Law: Securities Exchange Act of 1934
Citations for New Statutory Requirements:
PL: Pub.L. 111 - 203 951 Name of Law: Dodd-Frank Wall Street Reform andConsumer Protection Act
Associated Rulemaking Information
RIN:
Stage of Rulemaking:
Federal Register Citation:
Date:
3235-AK68
Final or interim final rulemaking
76 FR 6010
02/02/2011
Federal Register Notices & Comments
Did the Agency receive public comments on this ICR?
Yes
Number of Information Collection (IC) in this ICR:
1
IC Title
Form No.
Form Name
Form S-4 - Registration Statement
SEC 2077
Form S-4 - Registration Statement
ICR Summary of Burden
Total Approved
Previously Approved
Change Due to New Statute
Change Due to Agency Discretion
Change Due to Adjustment in Estimate
Change Due to Potential Violation of the PRA
Annual Number of Responses
619
619
0
0
0
0
Annual Time Burden (Hours)
634,425
631,805
2,620
0
0
0
Annual Cost Burden (Dollars)
761,311,401
758,167,801
3,143,600
0
0
0
Burden increases because of Program Change due to Agency Discretion:
No
Burden Increase Due to:
Burden decreases because of Program Change due to Agency Discretion:
No
Burden Reduction Due to:
Short Statement:
We anticipate that the amendments will increase the burdens and costs for U.S. companies. The amendments will increase existing burdens by requiring companies to make additional disclosures of the following: the shareholder say-on-pay votes and frequency and the general effect of such votes, such as whether the vote is non-binding; whether and, if so, how companies have taken into account the results of shareholder advisory votes on executive compensation; decision regarding how frequently it will conduct say-on-pay votes in light of the results of the shareholder vote on frequency; and disclosure of golden parachute compensation arrangements in connection with mergers, acquisitions, tender offers and going-private transactions. With respect to reporting companies, portions of the new disclosure will be required in Schedules 14A, 14C, 14D-9, and 13E-3. Additional disclosure will also be required in Forms 10, 8-K, S-1, S-4, F-4, S-11 and N-2. With respect to Form S-4 we estimate an annual increase of 2,620 burden hours and an increase of $3,143,600 in cost burden.
Annual Cost to Federal Government:
$100,000
Does this IC contain surveys, censuses, or employ statistical methods?
No
Is the Supporting Statement intended to be a Privacy Impact Assessment required by the E-Government Act of 2002?
No
Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]?
No
Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]?
Yes
Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)?
No
Is this ICR related to the Pandemic Response?
Uncollected
Agency Contact:
Scott Hodgdon 202 551-3273
Common Form ICR:
No
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(a) It is necessary for the proper performance of agency functions;
(b) It avoids unnecessary duplication;
(c) It reduces burden on small entities;
(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;
(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;
(f) It indicates the retention periods for recordkeeping requirements;
(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.
(i) It uses effective and efficient statistical survey methodology (if applicable); and
(j) It makes appropriate use of information technology.
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.
Certification Date:
03/03/2011
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