C&DIs

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On August 25, 2022, the Staff of the Securities and Exchange Commission (SEC) issued three Compliance and Disclosure Interpretations (C&DIs) (see the Proxy Rules and Schedules 14A/14C), 139.01, 139.02 and 139.03.  The C&DIs, which relate to the universal proxy rule, Rule 14a-19, address proxy contests and disclosure of the proxy notice deadline when…

On June 9, 2022, the staff (“Staff”) of the US Securities and Exchange Commission (“SEC”) added Question 101.01 to its Compliance and Disclosure Interpretations (“C&DI”), addressing forward contracts on restricted securities. The new CD&I clarifies that forward contracts on restricted securities would not be considered “intended to be physically settled” under certain circumstances as discussed…

On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (C&DIs) impacting mergers and acquisitions. Two of the new C&DIs relate to Item 1.01 of Form 8-K. Three of the C&DIs interpret proxy solicitation requirements. One addresses a tender offer issue relating to special…

February 16, 2021 Webinar 
1:00 pm – 2:00 pm EST
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The use of non-GAAP financial measures by public companies continues to draw regulatory scrutiny and media attention. Companies often use these measures to supplement GAAP numbers and convey information they believe is relevant, meaningful and useful in understanding their financial performance.  Join…

The Staff of the Securities and Exchange Commission Division of Corporation Finance provided guidance regarding evaluation of whether a benefit provided to a company’s executive officer is a perquisite or a personal benefit.  As set forth in the Compliance and Disclosure Interpretation, repeated below in its entirety, the analysis to be undertaken is consistent with…

Given the proliferation of SPAC IPOs (about which we have previously posted) and de-SPACing transactions, and the complexity of the SEC rules related to former shell companies, like SPACs, it is no surprise that practitioners have encountered difficulties in navigating a number of the applicable rules.  One of the most important concerns for both…

The Staff of the Securities and Exchange Commission released additional guidance in the form of a Compliance & Disclosure Interpretation relating to an issuer that may be unable to file the Part III information for Form 10-K within the required time period. For convenience, we have repeated below the text of the C&DI.

Question 104.18…

On February 6, 2019, the Staff of the US Securities and Exchange Commission issued two identical Regulation S-K compliance and disclosure interpretations (C&DIs), which address the extent to which a director’s self-identified diversity characteristics need to be disclosed as director background or in connection with the discussion of a company’s policy with regard to the…

At the Practising Law Institute’s Annual Institute on Securities Regulation, a number of updates were provided by the Staff regarding ongoing initiatives within the Office of Small Business.  The Staff reviewed the recently adopted amendments to the definition of “smaller reporting company” (SRC) and directed practitioners to its Small Entity Compliance Guide.  The Staff …