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9 Dec 2016, 3:00 am
Here’s the inventory: – 5 new Exchange Act Forms CDIs: Form 20-F – 2 new Securities Act Forms CDIs: F-Series Forms – 7 new Exchange Act Rules CDIs: Rules 3a11-1 to 3b-19 – 2 new Exchange Act Rules CDIs: Rules 12g-3 & 12h-3 – 6 new Securities Act Rules CDIs: Rule 144A – 7 new Securities Act Rules CDIs: Rule 405 – 6 new Securities Act Rules CDI: Rules 902 &… [read post]
1 Dec 2016, 3:58 am
Whew, otherwise it would be nearly impossible to get no-action letters & CDIs out the door. [read post]
22 Nov 2016, 3:16 am
Davis Polk’s Ning Chiu gives a rundown of the most significant changes in this blog… CDIs: A Big One on Reg D’s Integration; Three Small Ones for Reg A Nicely timed with the annual “Small Business Capital Formation Forum,” Corp Fin released 3 CDIs on Regulation A & one on Reg D last Thursday. [read post]
21 Nov 2016, 3:00 am
The remaining CDIs address interpretive issues relating to abbreviated debt tenders (new CDIs 162.01 […] [read post]
10 Nov 2016, 3:30 am
Filing Fee Calculations & Form S-8: Two New CDIs (& Two Revised Ones) Yesterday, as noted in this Cooley blog, Corp Fin issued two new CDIs on Form S-8 & Rule 457 (regarding filing fee calculations) and two revised ones: – Revised CDI 126.06 of Form S-8 (also Securities Act CDI 240.16) – Revised CDI 126.42 of Form S-8 (also Securities Act CDI 240.11; 126.42 is missing from Corp Fin’s New” page) – New… [read post]
6 Nov 2016, 9:39 am
This CDI makes it clear that posting the report on the company website and keeping it available for one year will suffice. [read post]
4 Nov 2016, 3:10 am
On the heels of Corp Fin’s announcement back in January that it would no longer scan & post glossy annual reports on Edgar, Corp Fin issued this CDI on Wednesday (note that the CDI is unnumbered): Question: Exchange Act Rule 14a-3(c) and Rule 14c-3(b) require registrants to mail seven copies of the annual report sent to security holders to the Commission “solely for its information. [read post]
26 Oct 2016, 12:27 am
Among the recent memos that we have posted in our “Non-GAAP Disclosures” Practice Area is this Shearman & Sterling gem that analyzes the first 150 comment letters that Corp Fin has publicly released since the May CDIs…but as the memo notes, many of the disclosures commented upon predate the May CDIs. [read post]
25 Oct 2016, 8:00 pm
RH Adéquation recrute pour l’un de ses Clients : Dans le cadre de son développement, la SAS PIVERT recherche un : INGENIEUR(E) PROPRIETE INTELLECTUELLE - (H/F) CDI LA SOCIETE : Depuis quatre ans, la SAS PIVERT développe des produits et procédés innovants qui ont vocation à être exploités par les industriels de la chimie et de l’alimentation - humaine et animale - pour répondre aux défis [read post]
24 Oct 2016, 3:24 am
” Pay Ratio CDIs: The Haiku! [read post]
21 Oct 2016, 3:40 am
The 701 CDIs are: – Revised C&DI 271.04 – New C&DI 271.24 The Rule 144(d) CDI is: – Revised C&DI 532.06 Audit Committee Financial Experts: Trends This recent Equilar blog has a nifty chart about the relative trends among industries to have “financial experts” on the audit committee. [read post]
20 Oct 2016, 2:34 pm
Schmidt Illustration by Tyler Letkeman As reported by Broc Romanek in his recent blog post, the SEC recently posted five new CDIs related to the CEO pay ratio rules contained in Item 402(u) of Regulation S-K. [read post]
19 Oct 2016, 3:36 am
Just in time for our “Proxy Disclosure Conference” coming up on Monday – in Houston & by video webconference – Corp Fin issued these 5 CDIs on Item 402(u) yesterday: – New Question 128C.01 – New Question 128C.02 – New Question 128C.03 – New Question 128C.04 – New Question 128C.05 Evaluating these Compliance & Disclosure Interpretations will be among the many “pay ratio” discussions taking place over 20-plus panels. [read post]
23 Sep 2016, 3:39 am
Yesterday, Corp Fin issued this new “CDI 139.33/126.41” under the Securities Act Section 5/Form S-8 areas – while withdrawing “CDI 239.16/226.15. [read post]
6 Sep 2016, 3:00 am
The disclosures being called into question were made in earnings releases – and predate the issuance of Corp Fin’s updated CDIs in May. [read post]
23 Aug 2016, 4:20 am
Just revised for the new CDIs! [read post]
18 Aug 2016, 3:45 am
Here’s a blog by Duane Morris’ Rich Silfen: As many of us have noticed, the first comment letters from the Staff in the SEC’s Division of Corporation Finance, following Corp Fin’s recent issuance of new CDI guidance on the presentation of non-GAAP financial measures, have become available publicly. [read post]
9 Aug 2016, 3:18 am
We’ve been covering Corp Fin’s new non-GAAP CDIs extensively – including two blockbuster webcasts. [read post]
28 Jul 2016, 3:40 am
A few days ago, Corp Fin revised Regulation S-K CDI 140.02 – and withdrew reg S-K CDI 240.04. [read post]
26 Jul 2016, 3:01 am
” – continues to be wildly popular since it featured Corp Fin’s Chief Accountant Mark Kronforst & heavyweights Meredith Cross and Dave Lynn, we continue to post a ton of memos about Corp Fin’s new CDIs – as well as this new non-GAAP tool for audit committees. [read post]
