Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: C&DI

SEC Division of Corporation Finance Issues C&DIs on Proxy Rules and Proxy Statements, Overhauling Telephone Interpretations Manual

Posted in SEC/Corporate
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… Continue Reading

SEC Guidance Expanding Exclusions for Non-GAAP Information

Posted in SEC/Corporate
The Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DI), expanding its previously issued guidance related to the exemption from Item 10(e)(5) under Regulation S-K and Regulation G for non-GAAP financial information provided to a financial advisor in forecasts for business combination transactions. The previously issued guidance was… Continue Reading

SEC Division of Corporation Finance Issues New C&DI on Safeguards for Electronic Delivery of Information under Rule 701

Posted in SEC/Corporate
On November 6, the Division of Corporation Finance (Division) of the Securities and Exchange Commission issued Compliance and Disclosure Interpretation (C&DI) 271.25 to address permissible safeguards for protection of Rule 701(e) electronic disclosures. Rule 701 provides an exemption from registration under the Securities Act of 1933 for offers and sales of securities under written compensatory… Continue Reading

SEC Division of Corporation Finance Issues C&DI Clarifying Exemptions for Non-GAAP Information in Forecasts for M&A Transactions

Posted in SEC/Corporate
On October 17, the staff of the Securities and Exchange Commission’s Division of Corporation Finance issued guidance related to the scope of Regulation G’s exemption for disclosure of non-generally accepted accounting principles (GAAP) information.… Continue Reading

SEC Division of Corporation Finance Issues New C&DIs on “Regulation A+”

Posted in SEC/Corporate
The Securities and Exchange Commission’s (SEC) Division of Corporation Finance (Division) recently issued three new Compliance and Disclosure Interpretations (C&DIs) related to so-called “Regulation A+.” The new C&DIs address the following issues (among others): C&DI 182.21 provides that a Regulation A issuer that registers a class of its securities pursuant to the Securities Exchange Act… Continue Reading

SEC Issues New C&DI Relating to Submission of Annual Reports to SEC

Posted in SEC/Corporate
On November 2, the Division of Corporation Finance (Division) of the Securities and Exchange Commission issued a new Compliance and Disclosure Interpretation (C&DI) regarding a registrant’s submission to the SEC of its annual report that it must send to shareholders with its annual meeting proxy statement (or information statement) under Securities Exchange Act of 1934… Continue Reading

SEC Division of Corporation Finance Issues C&DIs on Exempt Offerings Under Rule 701 and Sales of Securities Under Rule 144(d)

Posted in SEC/Corporate
On October 19, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the Staff) issued one new Compliance and Disclosure Interpretation (C&DI) and two revised C&DIs. Revised C&DI 271.04 and new C&DI 271.24 relate to exempt offerings and sales of securities under Rule 701 of the Securities Act of 1933… Continue Reading

SEC Issues New C&DI Relating to Description of Shareholder Proposals on Proxy Cards

Posted in SEC/Corporate
On March 22, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding how a registrant must describe a Rule 14a-8 shareholder proposal on its proxy card to be in compliance with Rule 14a-4 (a)(3) of the Securities and Exchange Act of 1934.… Continue Reading

SEC Division of Corporation Finance Issues New C&DIs on FAST Act

Posted in SEC/Corporate
As previously reported, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act) on December 4. The transportation bill includes several provisions related to securities laws and capital-raising measures, which were summarized in the December 11 edition of the Corporate and Financial Weekly Digest. One provision of the FAST Act requires the… Continue Reading