C&DIs

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On March 19, 2026, the SEC staff issued a new Compliance and Disclosure Interpretation (Question 116.26) addressing how Form S-3 eligibility may impact an existing at-the-market (ATM) offering.  The interpretation considers a situation where a company establishes an ATM offering while it qualifies under General Instruction I.B.1, which allows companies with at least $75 million…

In what is developing into quite a busy time at the Securities and Exchange Commission, on February 11, 2026, the Staff of the Division of Corporation Finance (the “Division”) made updates and changes to the Division’s Compliance and Disclosure Interpretations (“CDIs”).  The new and revised CDIs are consistent with the Division’s current deregulatory position, as…

On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued not one, but two, sets of changes to their Compliance and Disclosure Interpretations (“CDIs”).  In this second set of CDIs, the Staff updated and removed certain guidance to reflect current rules and regulations, notably Securities Act Rule 152, which…

On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance revised a number of Compliance and Disclosure Interpretations (“CDIs”) and issued several new CDIs.  The revised CDIs span different topics, from registered exchange offers to proxy solicitations.  Overall, the CDIs reflect the current Commission’s focus on addressing regulatory requirements that may impose…

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…