Tag: CDIs

Corp Fin posts new and updated CDIs related to omission of financial information in registration statements

The Corp Fin staff has posted new and updated CDIs related to omission of financial information from registration statements by emerging growth companies and, under the recently expanded guidance that allows non-EGCs to file registration statements confidentially (see this PubCo post), by non-EGCs. The updated CDI under the FAST Act and the identical new CDI under the Securities Act appear to refine an earlier position taken by the staff. 

CDI salmagundi (QIBs, foreign private issuers, Reg S and more)

by Cydney Posner Earlier this month, Corp Fin recently released a slew of new CDIs relating to qualified institutional buyers under Rule 144A as well as all things international. Dedicated to those who like to  Below are summaries.

Corp Fin issues new CDIs providing guidance on Rule 701 primarily in the merger context

by Cydney Posner Corp Fin has just issued some new CDIs providing guidance on Rule 701, with all but one of the CDIs addressing the application of Rule 701 in the context of merger transactions.  The new CDIs are summarized below:

We identified our shareholder proposal on our proxy card as “Shareholder Proposal.” Does that work?

by Cydney Posner Uh, no.  In a new CDI, Corp Fin tells us how not to identify proposals on proxy cards, particularly shareholder proposals. Rule 14a-4(a)(3) requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.”  But, when it comes to shareholder […]

Corp Fin issues new CDIs on “unbundling” proposals in the M&A context

by Cydney Posner The SEC has posted new CDIs addressing the issue of “unbundling” of proxy proposals under Rule 14a-4(a)(3), which requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.” The focus of the new CDIs is unbundling of proposals in […]

Corp Fin posts Reg A/A+ CDIs

by Cydney Posner For the throngs embarking on offerings under new Reg A/A+, Corp Fin has posted a series of CDIs  providing guidance under Rules 251 to 263.  Corp Fin has also withdrawn a couple of CDIs that were previously applicable to Form 1-A.