The SEC’s Division of Corporation Finance recently released a group of Compliance and Disclosure Interpretations (C&DIs), which represent updates to the Division's interpretations of Proxy Rules and Schedules, Tender Offer Rules and Schedules, Regulation S-K and Securities Act Sections and Rules.
The staff’s updated list includes:
Proxy Rules and Schedules 14A/14C
- Section 126. Rule 14a-6 features two revised questions
- Section 133. Rule 14a-13 features one new question
- Section 182. Rule 14c-2 features one new question
Tender Offer Rules and Schedules
- Section 166. Rule 14e-5 features two new questions
Regulation S-K
- Section 217. Item 402(a) – Executive Compensation; General features one revision
Securities Act Sections C&DIs
- Section 134. Securities Act Section 4(a)(2) features one withdrawn question
- Section 139. Securities Act Section features two revised questions
- Section 139. Securities Act Section 5 features two withdrawn questions and one revised question
- Section 239. Securities Act Section 5 features one revised question
Securities Act Rules C&DIs
- Section 141. Rule 147 – Intrastate Offers and Sales features one withdrawn question
- Section 148. Rule 152 – New Section features three new questions
- Section 152. Rule 155 – Integration of Abandoned Offerings features two withdrawn questions and one revised and moved question
- Section 212. Rule 415 – Delayed or Continuous Offering and Sale of Securities features one withdrawn question
- Section 255. Rule 501 – Definitions and Terms Used in Regulation D features one revised question
- Section 256. Rule 502 – General Conditions to be Met features three withdrawn questions
- Section 260. Rule 506 – Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering features one new question
The Division seeks to ensure that investors have access to the decision-useful information they need to make informed investment and voting choices.
Sources:
Compliance and Disclosure Interpretations: Update Securities Act Sections and Proxy and Tender Offer Rules and Schedules
Compliance and Disclosure Interpretations: Update Regulation S-K (sec.gov)
Compliance and Disclosure Interpretations: Update Securities Act Sections and Rules C&DIs (sec.gov)