On September 21, the Division of Corporation Finance of the Securities and Exchange Commission issued a new Compliance and Disclosure Interpretation (C&DI) addressing, and limiting, the ability of shell companies, including special purpose acquisition companies (SPACs), to use Form S-3 during the 12 months following a business combination.
Continue Reading SEC Issues C&DI on Use of Form S-3 by SPACs

On September 21, the Division of Corporation Finance of the Securities and Exchange Commission issued a new Compliance and Disclosure Interpretation (C&DI) regarding the treatment of benefits provided to executive officers in light of the COVID-19 pandemic and whether such benefits constitute perquisites or personal benefits that must be disclosed in a registrant’s summary compensation table and included when determining the registrant’s three most highly compensated officers (other than the registrant’s principal executive officer and principal financial officer) for identifying the “named executive officers.”
Continue Reading SEC Issues C&DI on COVID-19 Related Benefits

On April 6, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) concerning the application of the SEC’s conditional relief order (the Order) that was issued in the wake of the Coronavirus Disease 2019 (COVID-19) for companies filing their annual reports on Form 10-K.
Continue Reading SEC Division of Corporation Finance Issues C&DI about Conditional Relief Order and Incorporation by Reference Into Form 10-K

On March 31, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) issued two new Compliance and Disclosure Interpretations (C&DIs) related to compliance with Rule 12b-25 in connection with the SEC’s conditional relief order (the Order) that was issued in the wake of the Coronavirus Disease 2019 (COVID-19).
Continue Reading SEC Division of Corporation Finance Issues New C&DIs about the SEC’s Conditional Relief Order and Compliance with Rule 12b-25

As previously discussed in the April 12, 2019 edition of Corporate & Financial Weekly Digest, the Securities and Exchange Commission adopted final rules on March 20, 2019, that allow registrants to omit a discussion and analysis of the earliest of the three years of required financial statements from the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of their annual reports. Omitting that section from the annual reports filing with the SEC is permissible so long as the discussion of such year is already included in an earlier SEC filing and the registrant includes a statement identifying the location of such discussion in the prior filing. On January 24, the staff of the SEC’s Division of Corporation Finance (the Staff) issued three Compliance and Disclosure Interpretations (C&DIs) to address questions related to the final rule.
Continue Reading SEC Division of Corporation Finance Issues C&DIs on Omission of Third Year From MD&A

On August 20, the staff of the Division of Corporation Finance (the staff) of the Securities and Exchange Commission released several new Compliance and Disclosure Interpretations (C&DIs) relating to interactive data/eXtensible Business Reporting Language (XBRL), with a focus on items relating to Inline XBRL format requirements.
Continue Reading SEC Division of Corporation Finance Issues C&DIs Regarding Inline XBRL

On February 6, the staff of the Division of Corporation Finance of the Securities and Exchange Commission released two identical Compliance and Disclosure Interpretations (C&DIs). These C&DIs provide guidance on disclosure required under Items 401 and 407 of Regulation S-K in circumstances where a director or board nominee self-identifies specific diversity characteristics, such as race,

On July 31, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission released two new Compliance and Disclosure Interpretations (C&DIs), in the Proxy Rules and Schedules 14A/14C section, providing guidance on the use of Notices of Exempt Solicitation.
Continue Reading SEC Division of Corporation Finance Issues C&DIs Regarding Notices of Exempt Solicitation

On May 11, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the Staff) issued 45 Compliance and Disclosure Interpretations (C&DIs) that relate to the proxy rules and proxy statements, replacing the Staff’s prior interpretations that were published in the Proxy Rules and Schedule 14A Manual of Publicly Available Telephone Interpretations (the Manual) and the March 1999 Supplement to the Manual (the Supplement). Thirty-five of the C&DIs reiterate prior guidance from the Manual and the Supplement. This article highlights the six C&DIs that reflect substantive changes and the four C&DIs that reflect technical changes to the prior guidance in the Manual and the Supplement. The Staff also noted that it is in the process of updating other previously published interpretations relating to the proxy rules.
Continue Reading SEC Division of Corporation Finance Issues C&DIs on Proxy Rules and Proxy Statements, Overhauling Telephone Interpretations Manual