On December 8, the staff (Staff) of the Securities and Exchange Commission’s Division of Corporation Finance issued 35 new Compliance and Disclosure Interpretations (C&DIs) with respect to foreign private issuers, qualified institutional buyers and offshore offerings.
Continue Reading SEC Division of Corporation Finance Issues 35 New C&DIs Regarding Foreign Private Issuers, QIBs and Offshore Offerings

On November 18, the Division of Corporation Finance of the Securities and Exchange Commission issued seven new Compliance and Disclosure Interpretations (C&DIs): 1) two new C&DIs with respect to the tender offer rules under Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14D; and 2) five new C&DIs with respect to the tender offer rules under Section 14(e) of the Exchange Act and Regulation 14E.
Continue Reading SEC Division of Corporation Finance Issues New C&DIs Relating to Tender Offer Rules

On November 17, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued four new Compliance and Disclosure Interpretations (C&DIs), three of which relate to offerings under Regulation A and one of which relates to offerings under Regulation D under the US Securities Act of 1933 (the “Securities Act”).
Continue Reading SEC Division of Corporation Finance Issues C&DIs on Offerings Under Regulation A and Regulation D

On November 9, the Division of Corporation Finance of the Securities and Exchange Commission issued two revised and two new Compliance and Disclosure Interpretations (C&DIs) with respect to (1) Form S-8, which is used by publicly traded companies to register securities that will be offered pursuant to employee plans, and (2) the transfer of registration fees from a previously filed Form S-8 or other registration statement to a new registration statement. These C&DIs include the following interpretive guidance:
Continue Reading SEC Division of Corporation Finance Issues Revised and Additional C&DIs Relating to Form S-8

The staff of the Securities and Exchange Commission, through a series of letters, which began with a 1988 no-action letter to Exxon Capital Holdings Corporation, has taken the position that, when an issuer has privately sold non-convertible debt or other securities (Original Securities) to large, sophisticated investors, the issuer may register the exchange (A/B Exchange) of the Original Securities for substantially similar securities (Exchange Securities) that can be resold by most holders thereof (Exchange Recipients) without further registration or delivery of a prospectus. One reason for the SEC’s position as to A/B Exchanges is that the participants in such an exchange are not engaged in a distribution of the Exchange Securities (unless the participants are underwriters).
Continue Reading SEC Division of Corporation Finance Issues New C&DIs on A/B Exchanges

On June 23, the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission released new Compliance and Disclosure Interpretations (C&DIs) relating to Rule 701 of the Securities Act of 1933, as amended, primarily in the context of a merger transaction.
Continue Reading SEC Division of Corporation Finance Issues C&DIs on Application of Rule 701

As noted in the May 13 edition of Corporate and Financial Weekly Digest, SEC Chair Mary Joe White, Deputy Chief Accountant Wesley R. Bricker and other high-ranking members of the staff of the SEC have expressed concerns regarding non-GAAP disclosure practices. Correspondingly, on May 17, the Securities and Exchange Commission’s Division of Corporation Finance issued 12 new and revised Compliance and Disclosure Interpretations (C&DIs) relating to the use of non-GAAP financial measures.
Continue Reading SEC Division of Corporation Finance Issues 12 New and Revised C&DIs Regarding Non-GAAP Measures

Since the adoption of the Fixing America’s Surface Transportation Act (FAST Act) on December 4, 2015, the Division of Corporation Finance (Division) of the Securities and Exchange Commission has issued six Compliance and Disclosure Interpretations (C&DIs), the first two of which were previously summarized in the Corporate and Financial Weekly Digest edition of December 18, 2015.
Continue Reading SEC Division of Corporation Finance Issues Four Additional C&DIs on FAST Act

On August 6, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (Staff) released new Compliance and Disclosure Interpretations (C&DIs) relating to “general solicitation” under Rule 502(c) of the Securities Act of 1933, including guidance as to the Staff’s position that a pre-existing, substantive relationship by an issuer or its agent with an investor is evidence that the offer and sale of securities to such investor did not involve a general solicitation. The new C&DIs also provide guidance relating to Form D (the form filed in connection with a Regulation D offering).
Continue Reading SEC Division of Corporation Finance Issues New C&DIs Relating to General Solicitation and Regulation D