The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more
Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be...more
Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers....more
A few days ago, Corp Fin issued this guidance expanding the accommodations available for nonpublic review of draft registration statements to all issuers, building on the 2017 expansion of nonpublic reviews initiated by the...more
As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder...more
The SEC has just announced the departure of Corp Fin Director Erik Gerding at the end of this year. On his departure, Cicely LaMothe, the current Corp Fin Deputy Director, Disclosure Operations, will serve as Acting...more
On December 19, a Fifth Circuit panel pulled the plug on the SEC’s Share Repurchase Disclosure Modernization rule, issuing an opinion vacating the rule. On Friday last week, Corp Fin announced that, yes, the rule had been...more
To start the new year, Corp Fin has posted an updated version of Disclosure Guidance: Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2. The guidance addresses procedures for CTRs that...more
A few days ago, Corp Fin issued three new CDIs relating to delays in reporting material cybersecurity incidents on Form 8-K. Those CDIs, together with the Department of Justice Material Cybersecurity Incident Delay...more
Yesterday, Corp Fin released yet another group of new and revised CDIs, these relating to pay-versus-performance disclosure. (See this PubCo post.) Several of the new CDIs address issues regarding peer groups and some provide...more
On Friday, Corp Fin released some new CDIs, summarized below, relating to the proxy rules. The CDIs can all be found under the caption Proxy Rules and Schedule 14A, and all are new with one exception for a newly revised CDI...more
This year’s PLI Securities Regulation Institute was a source for a lot of useful information and interesting perspectives. Panelists discussed a variety of topics, including climate disclosure (although no one shared any...more
On September 27, 2023, the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Corp Fin) issued nine new Compliance and Disclosure Interpretations (CDIs) regarding pay versus performance...more
Corp Fin has posted a sample comment letter to companies about their XBRL disclosures. I don’t pretend to know or understand a thing about XBRL, much less Inline XBRL, so I won’t even try to elaborate but, for your reading...more
In May, the SEC adopted a proposal intended to modernize and improve disclosure regarding company stock repurchases. One fortunate aspect of the final rules—for domestic companies, that is—was that the new rule did away with...more
On August 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 trading arrangements. Three...more
According to a review of SEC staff comments by Bloomberg, Corp Fin staff have been weighing in to remind companies about the need to discuss, in SEC filings, the material impact of inflation—and don’t forget the details. No...more
Corp Fin has posted an update to the CDIs related to the tender offer rules and schedules. Below are brief summaries. Section 101. General Questions - Tender offers may be subject only to conditions based on objective...more
Corp Fin issues new C&DIs on ‘clawback’ rules - On January 27, 2023, the Securities and Exchange Commission’s Division of Corporation Finance posted four new C&DIs (Compliance and Disclosure Interpretations) addressing...more
On Friday afternoon, Corp Fin posted a slew of new CDIs—15 in total—regarding the new pay-versus-performance rule. You may recall that, in August last year, the SEC finally adopted a new rule that will require disclosure of...more
In October last year, the SEC adopted a new clawback rule, Exchange Act Rule 10D-1, which directed the national securities exchanges to establish listing standards requiring listed issuers to adopt and comply with a clawback...more
On Friday, the SEC announced the departure of Renee Jones as head of Corp Fin. She has been Director of Corp Fin since June 2021 and will be returning to her position on the faculty of Boston College Law School. In her...more
In light of the dislocation experienced by the crypto industry in recent months, as demonstrated through a number of highly publicized bankruptcies causing "widespread disruption" in the space, on December 8, 2022, the...more
Last week, Corp Fin posted another sample comment letter—this one urging affected companies to provide “specific, tailored disclosure” about the “disruption” in the crypto markets and collateral events, the “company’s...more