Law Blog Category: C&DI

SEC Amends Rule 701 And Issues A Concept Release On Rule 701 And Form S-8 – Part I

On May 24, 2018, President Trump signed the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Act”) into law. Section 507 of the Act directed the SEC to increase the threshold under Rule 701 of the Securities Act, for providing additional disclosures to employees from aggregate sales of $5,000,000 during any 12-month period to Read the full article…

SEC Issues Additional C&DI On Use Of Non-GAAP Measures

August 07, 2018 in C&DI, SEC

On April 4, 2018, the SEC issued two new Compliance & Disclosure Interpretations (C&DI) related to the use of non-GAAP financial measures by public companies in connection with business combinations. The two new C&DI follow two other C&DI which were issued on October 17, 2017 (see HERE). The SEC permits companies to present non-GAAP financial Read the full article…

SEC Issues C&DI On Use Of Non-GAAP Measures

January 30, 2018 in C&DI, GAAP, Regulation G, Regulation S-K, SEC

On October 17, 2017, the SEC issued two new Compliance & Disclosure Interpretations (C&DI) related to the use of non-GAAP financial measures by public companies. The SEC permits companies to present non-GAAP financial measures in their public disclosures subject to compliance with Regulation G and Item 10(e) of Regulation S-K. Regulation G and Item 10(e) Read the full article…

Multiple Changes To Private Offering Compliance And Disclosure Interpretations (C&DI)

January 23, 2018 in C&DI, Regulation D, SEC

The SEC has been fine-tuning its Compliance and Disclosure Interpretations (C&DI), making multiple amendments, additions and deletions on September 20, 2017. The SEC made revisions to reflect changes to Rules 147 and 504, the repeal of Rule 505, as well as numerous non-substantive revisions throughout the C&DI to update for current rules and statutory references. Read the full article…

Updates On Regulation A+

October 10, 2017 in C&DI, Form 1-A, Regulation A, Regulation A+

On September 14, 2017, the SEC issued three new Compliance and Disclosure Interpretations (C&DI) to provide guidance related to the filing of a Form 8-A in conjunction with a Tier 2 Regulation A offering. The new guidance addresses the timing of financial statements and subsequent reporting requirements under the Securities Exchange Act of 1934 (“Exchange Read the full article…

The SEC Provides Further Guidance On Financial Statement Requirements In Registration Statements

On August 17, 2017, the SEC issued guidance on financial statement requirements for confidential and public registration statement filings by both emerging growth companies (EGC) and non-emerging growth companies. The new Compliance and Disclosure Interpretations (C&DI’s) follow the SEC’s decision to permit all companies to submit draft registration statements, on a confidential basis (see HERE). Read the full article…

The SEC Has Issued New Guidance Related To Foreign Private Issuers

On December 8, 2016, the SEC issued 35 new compliance and disclosure interpretations (C&DI) including five related to the use of Form 20-F by foreign private issuers and seven related to the definition of a foreign private issuer. C&DI Related to use of Form 20-F In the first of the five new C&DI, the SEC Read the full article…

SEC Issues New C&DI On Abbreviated Debt Tender And Debt Exchange Offers

January 31, 2017 in C&DI, SEC

ABA Journal’s 10th Annual Blawg 100 —————————————————————————————————— The SEC has been issuing a slew of new Compliance and Disclosure Interpretations (“C&DI”) on numerous topics in the past few months. On November 18, 2016, the SEC issued seven new C&DI providing guidance on tender offers in general as well as on abbreviated debt tender and debt Read the full article…

The SEC Has Issued New C&DI Guidance On Regulation A+

January 24, 2017 in C&DI, Regulation A, Regulation A+, SEC

  On November 17, 2016, the SEC Division of Corporation Finance issued three new Compliance and Disclosure Interpretations (C&DI) to provide guidance related to Regulation A/A+. Since the new Regulation A+ came into effect on June 19, 2015, its use has continued to steadily increase.  In my practice alone I am noticing a large uptick Read the full article…

SEC Issues New C&DI Clarifying The Use Of Form S-3 By Smaller Reporting Companies; The Baby Shelf Rule

January 17, 2017 in C&DI, Form 8-K, Form S-3, SEC

The SEC has been issuing a slew of new Compliance and Disclosure Interpretations (“C&DI”) on numerous topics in the past few months. I will cover each of these new C&DI in a series of blogs starting with one C&DI that clarifies the availability of Form S-3 for the registration of securities by companies with a Read the full article…

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