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About the Division of Corporation Finance

In support of the Commission’s mission to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation, the Division of Corporation Finance seeks to ensure that investors are provided with material information in order to make informed investment decisions, both when a company initially offers its securities to the public and on an ongoing basis as it continues to give information to the marketplace. The Division also provides interpretive assistance to companies with respect to SEC rules and forms and makes recommendations to the Commission regarding new rules and revisions to existing rules.

Through the Division’s filing review process, we selectively review filings made under the Securities Act of 1933 and Securities Exchange Act of 1934 both to monitor and to enhance compliance with disclosure and accounting requirements. The Division concentrates its review resources on disclosures that appear to be inconsistent with Commission rules or applicable accounting standards, or that appear to be materially deficient in their rationale or in clarity.

In the course of a review, the staff may issue comments to a company to elicit better compliance with applicable disclosure requirements. In response to those comments, a company may revise its financial statements or amend its disclosure to provide additional or enhanced information, or may undertake to revise its financial statements or other disclosures in future filings. This comment process deters fraud and facilitates investor access to information necessary to make informed investment decisions, thus enhancing the efficiency of the capital markets. Where appropriate, the Division refers matters to the Division of Enforcement.

The Division also provides legal and accounting advice and recommendations to the Commission and to the public. We recommend to the Commission new rules, or changes to existing rules, as needed to improve investor protection and to facilitate capital formation. We also provide advice to companies, investors and their advisors by issuing Staff Legal and Accounting Bulletins, staff Disclosure Guidance Topics, updates to the Division’s Financial Reporting Manual, no-action and interpretive letters and Compliance and Disclosure Interpretations.

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