Other

Compliance and Disclosure Interpretations

Nov. 7, 2017

These interpretations reflect the views of the staff of the Division of Corporation Finance. They are not rules, regulations, or statements of the Commission. The Commission has neither approved nor disapproved these interpretations.

These positions do not necessarily discuss all material information necessary to reach the conclusions stated, and they are not binding due to their highly informal nature. Accordingly, these positions are intended as general guidance and should not be relied on as definitive.

The Division currently is in the process of revisiting and refreshing its interpretive positions. The new landing page below re-organizes the topics to assist users in navigating the information. Revised or new interpretations will be published here.

We welcome requests for interpretive advice and other assistance relating to the areas of the federal securities laws that the Division administers and interprets. Please use this form or contact us via telephone.

Securities Act
[+]Securities Act Sections
- Compliance and Disclosure Interpretations (UPDATED 11/13/20)
- Staff Legal Bulletin No. 3A June 18, 2008 (UPDATED 06/18/08)
  Section 3(a)(10) exemption from the Securities Act's registration requirements and the resale status of securities received in transactions exempt from registration pursuant to Section 3(a)(10) (Revised).
- Staff Legal Bulletin No. 4 Sept. 16, 1997
  Whether Section 5 of the Securities Act of 1933 applies to spin-offs; also addresses related matters, including how securities received in spin-offs may be resold under the Securities Act.
[+]Securities Act Rules
- Securities Act Rules Compliance and Disclosure Interpretations (UPDATED 11/06/17)
- Regulation Crowdfunding Compliance and Disclosure Interpretations (UPDATED 04/05/17)
[+]Securities Act Forms
- Compliance and Disclosure Interpretations (UPDATED 09/21/20)
Exchange Act
Exchange Act Rules, Forms and Sections generally
(excluding the Specific Exchange Act Topics listed below)
[+]Exchange Act Sections
- Compliance and Disclosure Interpretations (UPDATED 12/4/12)
- Staff Legal Bulletin No. 2 Apr. 15, 1997
  Requests to modify the Securities Exchange Act of 1934 periodic reporting of issuers that are either reorganizing or liquidating under the provisions of the United States Bankruptcy Code.
[+]Exchange Act Rules
- Compliance and Disclosure Interpretations (UPDATED 3/31/20)
- Staff Legal Bulletin No. 18 Mar. 15, 2010
  Exchange Act Rule 12h-3
- Statement of the Division of Corporation Finance on the Conflict Minerals Decision (DATED 04/29/14)
- Frequently Asked Questions on Conflict Minerals (UPDATED 04/07/14)
- Frequently Asked Questions on Disclosure of Payments by Resource Extraction Issuers (DATED 05/30/13)
[+]Exchange Act Forms
- Exchange Act Forms Compliance and Disclosure Interpretations (UPDATED 04/06/20)
- Exchange Act Form 8-K Compliance and Disclosure Interpretations (UPDATED 12/22/17)
- Proxy Disclosure Enhancements Transition Compliance and Disclosure Interpretations (UPDATED 01/20/10)
Specific Exchange Act Topics
[+]Exchange Act Sections 13(d), 13(g) and 16 and related rules and forms
- Ownership Reporting and Related Rules Compliance and Disclosure Interpretations (UPDATED 07/14/16)
- Exchange Act Section 16 and Related Rules Compliance and Disclosure Interpretations (UPDATED 08/11/10)
[+]Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3
- Compliance and Disclosure Interpretations
[+]Proxy Rules and Schedule 14A
- Compliance and Disclosure Interpretations (UPDATED 07/31/18)
- July 2001 Interim Supplement to Publicly Available Telephone Interpretations
- Compliance and Disclosure Interpretations (Regarding Submission of Annual Reports to SEC) (UPDATED 11/02/16)
- Compliance and Disclosure Interpretations (Regarding Description under Rule 14a-4(a)(3) of Rule 14a-8 Shareholder Proposals) (UPDATED 03/22/16)
- Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) in the M&A Context) (UPDATED 10/27/15)
- Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) Generally) (UPDATED 01/24/14)
- Compliance and Disclosure Interpretations (Satisfying Legend Requirements Via Hyperlink) (UPDATED 04/21/14)
- Staff Legal Bulletin No. 20 Jun. 30, 2014
  Proxy Voting: Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from the Proxy Rules for Proxy Advisory Firms.
[+]Shareholder Proposals
[+]Tender Offer Rules and Schedules
Regulations
[+]Regulation AB
- Compliance and Disclosure Interpretations (UPDATED 09/06/16)
- Information for Form ABS-EE Filings (UPDATED 11/03/16)
- Staff Guidance for EDGAR Filings for Asset-Backed Securities Issuers (UPDATED 9/24/18)
- Excerpt from November 2000 Current Issues Outline
[+]Regulation FD
- Compliance and Disclosure Interpretations (UPDATED 06/04/10)
[+]Regulation M-A and Related Rules
- July 2001 Interim Supplement to Publicly Available Telephone Interpretations
- Excerpt from November 2000 Current Issues Outline
[+]Regulation S-K
- Compliance and Disclosure Interpretations (UPDATED 09/21/20)
- Transitional FAQs Regarding Amended Regulation S-K Items 101, 103 and 105 (11/5/20)
- Staff Guidance on Calculation of Pay Ratio Disclosure (DATED 09/21/17)
- Staff Observations in the Review of Executive Compensation Disclosure
- Staff Legal Bulletin No. 19 Oct. 14, 2011
  Legality and Tax Opinions in Registered Offerings.
[+]Regulation S-T
- Compliance and Disclosure Interpretations (UPDATED 01/23/15)
Trust Indenture Act
[+]Trust Indenture Act of 1939
- Compliance and Disclosure Interpretations (UPDATED 04/24/15)
Industry Guidance
[+]Industry Guides
[+]Oil and Gas Rules
- Compliance and Disclosure Interpretations (UPDATED 05/16/13)
Other Topics
[+]Confidential Treatment Requests
- Staff Legal Bulletin No. 1A Jul. 11, 2001
  Confidential Treatment Requests (with Addendum) (Revised).
  See also: SLB No. 1 Feb. 28, 1997
- Excerpt from June 2001 Quarterly Update to Current Issues Outline
[+]Cross-Border Exemptions
- Compliance and Disclosure Interpretations (UPDATED 10/17/18)
[+]Interactive Data
- Compliance and Disclosure Interpretations (UPDATED 08/20/19)
[+]Non-GAAP Financial Measures
- Compliance and Disclosure Interpretations (UPDATED 04/04/18)
Other Legislation
[+]American Recovery and Reinvestment Act
- Compliance and Disclosure Interpretations
[+]Fixing America's Surface Transportation Act
- Compliance and Disclosure Interpretations (UPDATED 08/17/17)
[+]Jumpstart Our Business Startups Act
- Generally Applicable Questions on Title I of the JOBS Act (REVISED 12/21/15)
- Confidential Submission Process for Emerging Growth Companies (REVISED 12/21/15)
[+]Sarbanes-Oxley Act
- Sarbanes-Oxley Act Frequently Asked Questions (REVISED 11/14/2002)
- Staff Statement on Management's Report on Internal Control Over Financial Reporting (DATED 5/16/2005)
- Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports; Frequently Asked Questions (REVISED 9/24/2007)

Other

Compliance and Disclosure Interpretations

Securities Act

[+]Securities Act Sections

[+]Securities Act Rules

[+]Securities Act Forms

Exchange Act

[+]Exchange Act Sections

[+]Exchange Act Rules

[+]Exchange Act Forms

[+]Exchange Act Sections 13(d), 13(g) and 16 and related rules and forms

[+]Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3

[+]Proxy Rules and Schedule 14A

[+]Shareholder Proposals

[+]Tender Offer Rules and Schedules

Regulations

[+]Regulation AB

[+]Regulation FD

[+]Regulation M-A and Related Rules

[+]Regulation S-K

[+]Regulation S-T

Trust Indenture Act

[+]Trust Indenture Act of 1939

Industry Guidance

[+]Industry Guides

[+]Oil and Gas Rules

Other Topics

[+]Confidential Treatment Requests

[+]Cross-Border Exemptions

[+]Interactive Data

[+]Non-GAAP Financial Measures

Other Legislation

[+]American Recovery and Reinvestment Act

[+]Fixing America's Surface Transportation Act

[+]Jumpstart Our Business Startups Act

[+]Sarbanes-Oxley Act