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Legal Policy and Accounting Offices

The Division of Corporation Finance has several offices that develop and issue interpretive guidance, consider and respond to requests for “no-action,” exemptive and waiver letters, write rules for Commission consideration and provide legal and financial reporting assistance to Disclosure Operations and other Commission divisions and offices. Attorneys and accountants in these offices are available to assist with interpretive and other questions about those federal securities laws the Division helps the Commission to administer.

It is helpful both to you and to us if you thoroughly research your question before contacting us. In addition to other information sources, the Division’s pages on the SEC's web site contain materials, including our Compliance and Disclosure Interpretations and Financial Reporting Manual, which may answer your questions. Your research and preliminary conclusions, and those of your advisors, if available, may assist us in answering your question.

We suggest that you contact us by submitting a request for guidance or other assistance by completing an online form. You also may contact us by telephone, and in some cases, as explained below, email also is an option. We follow the same procedures to address your questions regardless of the format you choose to submit them, although a written submission that includes your analyses is likely to expedite our response.

Our mailing address for all of the legal policy and accounting offices is:

[Name of Office Chief]
[Name of Office]
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549

Office Name and Leadership

Telephone Number

Office of Capital Markets Trends

Amy Starr, Chief

(202) 551-3860

Office of Chief Accountant

Mark Kronforst, Chief Accountant
Craig Olinger, Deputy Chief Accountant
Nilima Shah, Deputy Chief Accountant

(202) 551-3400

Office of Chief Counsel

David Fredrickson, Chief Counsel
Jonathan Ingram, Deputy Chief Counsel

(202) 551-3500

Office of Enforcement Liaison

Tim Henseler, Chief

(202) 551-3420

Office of International Corporate Finance

[Vacant], Chief

(202) 551-3450

Office of Mergers and Acquisitions

Ted Yu, Chief

(202) 551-3440

Office of Rulemaking

Felicia Kung, Chief

(202) 551-3430

Office of Small Business Policy

Sebastian Gomez, Chief

(202) 551-3460

Office of Structured Finance

Katherine Hsu, Chief

(202) 551-3850


This page includes a brief summary of the responsibilities of the listed offices and describes how you can communicate with them.

If you represent a company seeking information about the review status of a particular filing, you should contact the appropriate Assistant Director office. For additional information about contacting the Division, please refer to the Division of Corporation Finance's Leadership Directory.

Office of Capital Markets Trends

The Office of Capital Markets Trends (OCMT) answers questions on macro and micro capital markets trends, particularly as they relate to new or novel securities. Submit questions to OCMT by online form or telephone.

Examples of specific areas about which OCMT answers questions include:

  • Shelf takedowns of new or novel securities, including structured securities, such as structured notes and non-Investment Company Act exchange-traded products
  • Novel securities offerings generally
  • Security-based swaps
  • Derivatives issues under the Securities Act

Contact Information

Online form
Telephone: (202) 551-3860

Office of Chief Accountant

The Division’s Office of Chief Accountant (CF-OCA) answers questions about the form and content of financial statements and other financial information required to be included in Commission filings. In addition, CF-OCA works closely with the SEC’s Office of the Chief Accountant in addressing registrants’ pre-filing submissions on the application of U.S. Generally Accepted Accounting Principles and International Financial Reporting Standards. Submit questions to CF-OCA by online form, mail or telephone. Submit questions about financial reporting by online form , mail, telephone or email. Submit letters requesting an interpretation or waiver of financial reporting requirements by online form or mail.

Contact Information

Online form
Telephone: (202) 551-3400
Email address: DCAOLetters@sec.gov

Office of Chief Counsel

The Office of Chief Counsel (OCC) answers questions on all of the provisions of the federal securities laws that the Division administers that are not covered by the other offices described here. Submit questions to OCC by online form, telephone or mail.

Examples of specific areas about which OCC frequently answers questions include:

  • Form 8-K
  • Registration statement forms eligibility under the Securities Act and Exchange Act
  • Securities Act Rule 144
  • Exchange Act Section 16 and reporting beneficial ownership on Forms 3, 4, and 5
  • Executive compensation disclosure
  • Trust Indenture Act of 1939

OCC also considers requests for no-action, interpretive and exemptive letters.

  • Submit a request for a shareholder proposal no-action letter and related correspondence by email to: shareholderproposals@sec.gov. Please include your name and telephone number in any submission directed to this email address. These materials may also be sent by mail.

Note: Registered investment companies and business development companies may submit requests for a shareholder proposal no-action relief and related correspondence to the Division of Investment Management at IMshareholderproposals@sec.gov.

Contact information for the Division of Investment Management is available at "Division of Investment Management Frequently Requested Telephone Numbers, E-Mail Addresses, and Other Contacts"

  • Submit a request for other letters by online form or mail.

Contact Information

Online form
Telephone: (202) 551-3500
Requests for shareholder proposal no-action letters: shareholderproposals@sec.gov

Office of Enforcement Liaison

The Office of Enforcement Liaison (OEL) coordinates matters between the Division of Corporation Finance and the Division of Enforcement. In addition, OEL processes requests for waiver of “ineligible issuer” status, or so-called “WKSI waiver” requests, that may arise under Rule 405 of the Securities Act. Submit questions to OEL by telephone or mail. Submit a waiver request by mail.

Contact Information

Telephone: (202) 551-3420

Office of International Corporate Finance

The Office of International Corporate Finance (OICF) answers questions on Securities Act Regulation S and offshore offerings, Securities Act Rule 144A, American depositary receipts, foreign governmental securities, the Multijurisdictional Disclosure System (MJDS) for Canadian issuers, and registration, deregistration and exemptive matters involving foreign issuers under the Securities Act and the Exchange Act. OICF serves as the Division's liaison with the International Organization of Securities Commissions (IOSCO), the Organisation for Economic Co-operation and Development (OECD) and other international organizations. Submit questions to OICF by online form, telephone or mail. Submit a request for a no-action letter by online form or mail.

Contact Information

Online form
Telephone: (202) 551-3450

Office of Mergers and Acquisitions

The Office of Mergers and Acquisitions (OMA) answers questions about disclosure and other issues arising in business combinations and change-of-control transactions, including mergers, acquisitions, proxy contests, exchange offers, tender offers, Rule 13e-3, or “going private” transactions, beneficial ownership reporting under the Williams Act, and related matters. Submit questions to OMA by online form, telephone or mail. Submit requests for no-action letters or exemptive orders by online form or mail.

Examples of specific areas about which OMA frequently answers questions include:

  • Regulations 13D-G and Schedules 13D and 13G
  • Tender offer rules, including Regulation 14D, Regulation 14E and Rule 13e-4
  • Rules applicable to cross-border business combination transactions and rights offerings
  • Contested and other non-routine proxy solicitations

Contact Information

Online form
Telephone: (202) 551-3440

Office of Rulemaking

The Office of Rulemaking (OR) answers questions about rulemaking involving the Division, including questions about proposed rules, recently adopted final rules and rulemaking petitions. Submit questions to the Office of Rulemaking by online form, telephone or mail.

Contact Information

Online form
Telephone: (202) 551-3430

Office of Small Business Policy

The Office of Small Business Policy (OSBP) considers issues particular to smaller companies and small business capital formation. OSBP answers questions on disclosure and other issues relating to smaller public companies, including those classified as "smaller reporting companies," and on limited, private, and intrastate offerings of securities. In addition, OSBP is the Division's liaison to the state securities regulators on corporate finance issues and to the Small Business Administration.

Examples of specific areas about which OSBP answers questions include:

  • Regulation D — Rules 504, 505, and 506 — and Form D
  • Section 3(a)(11) and Rule 147 — intrastate securities offerings
  • SEC disclosure rules applicable to smaller reporting companies that file registration statements for securities offerings and periodic reports with the SEC
  • Rule 701 — equity incentive compensation for employees of non-Exchange Act reporting companies, both domestic and foreign
  • Regulation A — Rules 251 to 263
  • the relationship between the federal and state securities law regulatory systems

In addition, OSBP processes requests for waivers of disqualification under Rules 262, 505 and 506.

Submit questions to OSBP by online form, telephone or mail. Submit a request for a no-action letter or waiver by online form or mail.

Contact Information

Online form
Telephone: (202) 551-3460

Office of Structured Finance

The Office of Structured Finance (OSF) answers questions about, and selectively reviews the filings of, asset-backed securities issuers and monitors the impact of these securities on our financial markets.

Examples of specific areas about which OSF answers questions include:

  • Regulation AB
  • Whether or not a security is an "asset-backed security"
  • Dodd-Frank Act rulemaking related to asset-backed securities and securitizers, such as Rule 15Ga-1, Rule 193 under the Securities Act, and credit risk retention under Section 15G of the Exchange Act.

Submit questions to OSF by online form, telephone or mail. Submit a request for a no-action letter by online form or mail.

Contact Information

Online form
Telephone: (202) 551-3850

September 15, 2016

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Modified: Nov. 25, 2016