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
C&DIs
New SEC C&DIs Impacting Mergers and Acquisitions
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…
Non-GAAP Measures in the Wake of COVID-19
February 16, 2021 Webinar
1:00 pm – 2:00 pm EST
Register here.
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…
Staff Guidance on Perquisites in a Pandemic
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…
SEC Staff Guidance on SPACs
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…
Staff Guidance on 10-K Part III Information
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…
Staff Guidance on Rule 12b-25 in Light of COVID-19 Order
The Staff of the Securities and Exchange Commission Division of Corporation Finance has issued guidance in the form of two new Compliance & Disclosure Interpretations for those issuers that may be unable to file periodic reports in light of COVID-19 related issues and would like to rely on the SEC’s Order. See below for the…
Disclosure of Board Self-Identified Diversity Characteristics
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…
SEC Office of Small Business Updates
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 …
SEC Releases C&DIs Regarding Regulation Crowdfunding
On September 25, 2018, the Securities and Exchange Commission’s (“SEC”) Division of Trading and Markets released Compliance and Disclosure Interpretations (“C&DIs”) to frequently-asked questions regarding Regulation Crowdfunding. Specifically, the SEC provided C&DIs related to the Rule 300 series of Regulation Crowdfunding which applies to requirements for intermediaries, including broker-dealers and funding portals. Additionally, the SEC…