C&DIs

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On April 11, 2025, the staff (the “Staff”) of the U.S. Securities Commission’s Division of Corporation Finance (the “Division”) issued seven new Compliance and Disclosure Interpretations (“CDIs”), the third update to the CDIs by the Division in the last few months.  Six new Exchange Act Forms CDIs relate to the clawbacks-related checkboxes on the cover…

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure Interpretations.  For the second time in a month, the Staff revised or withdrew certain CDIs, notably including new guidance allowing any…

On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e., certain mergers, consolidations, reclassifications of securities and acquisitions of assets). Prior to the SEC’s update, if a person entering…

On July 31, 2024, the US Securities and Exchange Commission (SEC) staff in the Division of Corporation Finance posted three new Compliance and Disclosure Interpretations (C&DIs) related to the rules and forms adopted under Regulation AB, the Securities Act, and the Exchange Act with respect to asset-backed securities. C&DIs provide guidance to those who must…

The SEC’s Division of Corporation Finance today published five new Compliance and Disclosure Interpretations, or “C&DIs,” all concerning Item 1.05 of Exchange Act Form 8-K, Disclosure of Cybersecurity Incidents.

New C&DI 104B.05 describes a ransomware attack on a public company ended by a payment to the threat actor before any materiality evaluation of the incident.

Recently, in advance of the effective date (December 18, 2023), the Director of the SEC’s Division of Corporation Finance provided additional guidance regarding the final rules relating to cybersecurity incident disclosure and cybersecurity risk management, strategy and governance.  The Director noted his remarks were intended to “clear up potential misconceptions.”  The comments reiterate the observations…

On November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below, with links to the full text provided.

Filing Fees

New Question 239.02 explains that, when a well-known season issuer that has registered…

On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued  one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized below, with links to the full text provided.

10 Calendar Days

Revised Question 126.03 clarifies the “10 calendar day” period in Rule 14a-6 between filing…

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance (“PVP”) disclosure requirements in Item 402(v) of Regulation S-K and revised one C&DI to update guidance on non-GAAP financial measures that are presented in…

Recently, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance provided additional guidance in the form of a new Compliance and Disclosure Interpretation (C&DI) as part of the Regulation AB and Related Rules C&DIs, which we have reprinted below in its entirety, and which relates to the timely filing requirement for Form…