Tag: Compliance and Disclosure Interpretations

Corp Fin suggests it will take a look at non-GAAP disclosure practices in the pharmaceutical industry

by Cydney Posner Even important industry players can sometimes run up against brick walls at Corp Fin. In a recent give-and-take with the SEC, Allergan was scolded for its use of certain non-GAAP financial measures in its press releases.  While in its responses to the staff, the company cogently explained […]

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 posts new CDI related to integration under Reg D

by Cydney Posner More CDIs from the Corp Fin, one of which, described below, relates to integration under Reg D. There are also three new CDIs relating to Reg A, new 182.12, new 182.13 and new 182.14. 

New CDIs regarding registration fees and Form S-8

by Cydney Posner More new CDIs from Corp Fin, some relating to Form S-8 and the computation of registration fees under Rule 457:

New CDI regarding “baby shelf” offerings on Form S-3

by Cydney Posner Corp Fin has issued a new CDI regarding Form S-3 and limited primary offerings under General Instruction I.B.6., that is, “baby shelf” offerings by issuers with public floats below $75 million. As you may recall, Instruction I.B.6 allows a company with a public float below $75 million […]

Mail seven copies of your glossy annual report to the SEC? Not anymore, so long as….

by Cydney Posner Corp Fin has just issued a welcome new CDI under the Proxy Rules and Schedule 14A. As you know, under Exchange Act Rule 14a-3(c) and Rule 14c-3(b), companies must mail to the SEC, “solely for its information,” seven copies of their glossy annual reports sent to shareholders. […]

Corp Fin issues new and revised CDIs on Rule 701 and Rule 144(d)

by Cydney Posner More new and revised CDIs from Corp Fin today.  This time, the CDIs address Rule 701 and the Rule 144(d) holding period.