Division of Corporation Finance

On June 23, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission issued CF Disclosure Guidance: Topic No. 9A (Topic 9A) providing additional disclosure considerations for public reporting companies regarding operations, liquidity and capital resources disclosures in light of business and market disruptions related to the COVID-19 pandemic. Topic 9A supplements CF Disclosure Guidance Topic No. 9 issued by the Division on March 25, 2020 and discussed in Katten’s advisory “COVID-19 Impact on Public Disclosure on SEC Reporting Companies.”
Continue Reading SEC Division of Corporation Finance Issues Additional Disclosure Guidance Related to COVID-19 Pandemic

On March 24, the Securities and Exchange Commission, on behalf of the staffs of the Division of Corporation Finance, the Division of Investment Management and the Division of Trading and Markets issued an announcement with respect to the authentication document retention requirements of Rule 302(b) of Regulation S-T in light of health, transportation and other logistical issues raised by the spread of COVID-19. Rule 302(b) requires that each signatory manually sign a signature page or other document authenticating his or her signature that appears in typed form within the electronic filing with the SEC.
Continue Reading SEC Staff Issues Statement Regarding Authentication Documentation Retention Requirements in Light of COVID-19 Concerns

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 October 16, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission issued Staff Legal Bulletin No. 14K (SLB). The SLB provides new guidance regarding the Staff’s views as to when registrants may properly exclude, pursuant to Rule 14a-8(i)(7) of the Securities Exchange Act of 1934, as amended, shareholder proposals under the “ordinary business” exception.
Continue Reading SEC Issues Legal Bulletin Regarding Shareholder Proposals Exclusion

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 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

On November 1, the Division of Corporation Finance of the Securities and Exchange Commission (Division) published Staff Legal Bulletin No. 14I (SLB 14I), which provides new, issuer-friendly guidance on shareholder proposals in advance of the 2018 proxy season. Specifically, SLB 14I provides guidance on (1) exclusion of shareholder proposals under the “ordinary business” and “economic relevance” exceptions under Rule 14a-8 of the Securities Exchange Act of 1934; (2) proposals submitted on behalf of shareholders through a representative; and (3) the use of images in proposals.
Continue Reading SEC Staff Publishes New Guidance on Shareholder Proposals

In March 2017, the Government-Business Forum on Small Business Capital Formation of the Securities and Exchange Commission published its final report from the 2016 forum held on November 17, 2016. The forum is held annually “to provide a platform to highlight perceived unnecessary impediments to small business capital formation.” Each year the SEC’s Office of Small Business Policy (a part of the Division of Corporation Finance) invites federal government agencies, the North American Securities Administrators Association (consisting of state securities, or Blue Sky, regulators), and small business and professional organizations to participate in the forum, and each forum puts forth a list of recommendations to improve the capital formation process for small businesses.
Continue Reading Final Report Issued by SEC-Government-Business Forum on Small Business Capital Formation