Tag: Compliance and Disclosure Interpretations
Corp Fin staff issues new CDIs regarding cross-border exemptions
The staff of Corp Fin have posted a revised set of CDIs interpreting the cross-border exemptions. The new CDIs replace the 17-year old interpretations that were contained in Section II of the July 2001 Interim Supplement to the antediluvian Telephone Interpretations Manual. (You may even have a copy in a three-hole binder somewhere.) Some of the CDIs reflect only technical revisions, some are substantive and some are entirely new interps.
Staff provides a bit of relief regarding compliance with Disclosure Update and Simplification
You may have noticed that there’s still no effective date for the new Disclosure Update and Simplification, which was adopted in August. (See this Cooley Alert.) The new amendments are scheduled to become effective 30 days after publication in the Federal Register, but at this point, the release has not been published. The reason for the delay is anyone’s guess. In the meantime, however, questions have arisen about when filers may be expected to comply with certain financial statement requirements in the new amendments for purposes of upcoming Forms 10-Q.
Corp Fin updates CDIs for proxy rules and proxy statements
For quite a while, the CDIs related to the proxy rules and proxy statements have been a bit of a hodge-podge of different sources and supplements. There were even interpretations extant from the ancient Telephone Interpretations Manual—you may even have a mimeograph copy of that in your office somewhere. Now, Corp Fin has undertaken to update and harmonize some of those proxy-related interpretations, specifically the basic Interpretations Manual and its March 1999 Supplement. The rest of the supplements remain undisturbed for the moment; however, Corp Fin advises that it is in the process of updating them all.
Corp Fin posts new CDI regarding safeguards for electronic delivery of information under Rule 701
Yesterday, Corp Fin posted a new CDI 271.25 regarding permissible safeguards for protection of Rule 701(e) disclosures that are furnished electronically. You may recall that Rule 701—which provides an exemption from registration under the Securities Act for offers and sales to employees, directors and consultants under compensatory benefit plans and contracts—requires companies to deliver to the employee/investor a copy of the applicable benefit plan or contract, and, if the company sells, in any consecutive 12-month period, securities with a value in excess of $5 million, the company must deliver, a reasonable period of time before the date of sale, specified other information, including financial statements and information about the risks associated with the investment, much of which is likely to contain confidential or sensitive material.
Corp Fin posts two new CDIs regarding non-GAAP financial measures in connection with M&A transactions
The SEC has posted two new CDIs regarding the use of non-GAAP financial measures in connection with business combinations, summarized below.
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 […]
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