Current Issues and Rulemaking Projects
|This is the second quarterly update to our Current Issues and Rulemaking Projects outline. Issuance of the first quarterly update dated March 31, 2001 reflected a new approach by the Division of Corporation Finance. Previously, the Division revised the entire outline periodically by adding new material and deleting dated sections. The users of the outline expressed concern regarding the increasing size of the outline, difficulties in focusing on new material and the loss of deleted sections that continued to include useful, if no longer new, material. In response to these concerns, the Division will leave the most recent version of the complete outline (November 14, 2000) on the Commission's web site and will publish quarterly updates throughout the year. Those quarterly updates will then be combined with updates from the fourth quarter to comprise an annual update to the outline.|
|The Securities and Exchange Commission disclaims responsibility for any private publication or statement of any of its employees. This outline was prepared by members of the staff of the Division of Corporation Finance and does not necessarily reflect the views of the Commission, the Commissioners or other members of the staff.|
|I.||Division Organization and Employment Opportunities|
|II.||Mergers & Acquisitions|
|III.||Electronic Filing and Technology|
|Application of the Electronic Signatures in Global and National Commerce Act to Record Retention Requirements Pertaining to Issuers Under the Securities Act of 1933, Securities Exchange Act of 1934 and Regulation S-T.|
|IV.||Small Business Issues|
|V.||Internationalization of the Securities Markets|
|International Disclosure Standards - Amendments to Forms 20-F, F-2 and F-3|
|VI.||Other Pending Rulemaking and Recent Rule Adoptions|
|VII.||Division of Corporation Finance Staff Legal Bulletins|
|VIII.||Current Disclosure, Legal and Processing Issues|
|Disclosure, Legal and Processing Issues|
|Confidential Treatment of Supplemental Materials, Including Responses to Staff Comment Letters|
|Please also see "Current Accounting and Disclosure Issues in the Division of Corporation Finance," available on our web site at www.sec.gov/divisions/corpfin.shtml.|
|X.||Significant No-Action and Interpretive Letters March 31, 2001 Through June 30, 2001|
The Division's organizational structure follows:
Division Director David B. H. Martin (202) 942-2800
Deputy Director Michael McAlevey (202) 942-2810
Senior Counsel to the Director Anita Klein (202) 942-2980
Principal Associate Director (Disclosure Operations)
Shelley Parratt (202) 942-2830
Associate Director (Disclosure Operations)
James Daly (202) 942-2881
Associate Director (Disclosure Operations)
William L. Tolbert, Jr. (202) 942-2891
Senior Special Counsel (Regulatory Policy)
James Budge (202) 942-2800
Office of EDGAR and Information Analysis
Herbert Scholl, Chief (202) 942-2930
Associate Director (Legal)
Martin P. Dunn (202) 942-2890
Office of Chief Counsel
Paula Dubberly, Chief (202) 942-2900
Office of Rulemaking
Elizabeth Murphy, Chief (202) 942-2910
Associate Director (Regulatory Policy)
Mauri Osheroff (202) 942-2840
Senior Special Counsel (Regulatory Policy)
Mark W. Green (202) 942-2840
Office of Mergers and Acquisitions
Dennis O. Garris, Chief (202) 942-2920
Office of International Corporate Finance
Paul Dudek, Chief (202) 942-2990
Office of Small Business Policy
Richard Wulff, Chief (202) 942-2950
Associate Director (Chief Accountant)
Robert Bayless (202) 942-2850
Health Care and Insurance
Jeffrey P. Riedler (202) 942-1840
Christopher Owings (202) 942-1900
Computers and Office Equipment
Barbara Jacobs (202) 942-1800
Roger Schwall (202) 942-1870
Transportation and Leisure
Max Webb (202) 942-1850
Manufacturing and Construction
Steven Duvall (202) 942-1950
Todd Schiffman (202) 942-1760
Real Estate and Business Services
Karen Garnett (202) 942-1960
John Reynolds (202) 942-2950
Electronics and Machinery
Peggy Fisher (202) 942-1880
Barry Summer (202) 942-1990
Division Employment Opportunities for Accountants and Attorneys
The Division has about 110 staff accountants with specialized expertise in the various industry offices. The Division provides a fast-paced, challenging work environment for accounting professionals. Our staff works on hot IPOs and current and emerging accounting issues. We influence accounting standards and practices and interact with the top professionals in the securities industry.
A staff accountant's responsibilities include examining financial statements in public filings and finding solutions to the most difficult and controversial accounting issues. A minimum of three years' experience in a public accounting firm or public company dealing with SEC reporting is required. If you want to experience a unique learning opportunity and explore the depth and breadth of accounting theory, principles, and practices, call (202) 942-2960 for information on employment opportunities in the Division.
The Division has about 130 attorneys who process filings and draft and interpret regulations. Every year, we recruit top law school graduates, and from time to time have positions for lateral applicants with solid legal skills and experience. Applicants should demonstrate an ability to accept major responsibilities. We prefer applicants who have had experience in securities transactions involving public companies. It is also helpful, but not necessary, if applicants have accounting and/or business training.
Responsibilities include analyzing and commenting on disclosure documents in public offerings, including those relating to mergers and acquisitions. The positions involve working directly with companies, their executives, underwriters and investment banking firms, outside counsel and outside accountants. The work involves innovative financing and business structures. Interested persons should send resumes Division of Corporation Finance, U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Electronic Signatures in Global and National Commerce Act
In 2000, Congress enacted the Electronic Signatures in Global and National Commerce Act ("E-SIGN") to promote the use of electronic records and signatures in interstate and foreign commerce. Among other things, E-SIGN provides that, if a state or federal law requires that information be retained, this requirement may be satisfied by retaining an electronic record of the original document that accurately reflects the information set forth on the original and remains accessible to all persons who are entitled to access, in a format that is capable of being accurately reproduced for later reference.
As prompted by E-SIGN, the Division undertook a review of the rules under the Securities Act of 1933, the Securities Exchange Act of 1934 and Regulation S-T in order to identify provisions where issuers are required to maintain records. Four significant areas were identified:
On June 14, 2001, the Commission issued an interpretive release providing guidance on the application of E-SIGN to these recordkeeping requirements (Securities Act Release No. 33-7985). The release provides that E-SIGN is not applicable to authentication documents since these records are generated principally for governmental purposes. It states that issuers should continue to retain paper copies of these documents. The release also provides that the other identified records may be retained in electronic form, as long as the method selected for retention provides the same assurances of accuracy and accessibility as are provided by paper retention.
International Disclosure Standards
Amendments to Forms 20-F, F-2 and F-3
On June 15, 2001, the Commission adopted technical amendments to Form 20-F, the basic Exchange Act registration statement and annual report form used by foreign issuers, and to Forms F-2 and F-3 under the Securities Act of 1933 (Securities Act Release No. 33-7983). The amendments clarify language in the forms that could create confusion as to the forms' disclosure requirements.
The forms were last revised by the Commission on September 28, 1999 (Securities Act Release No. 33-7745). As revised, Instruction 1 to Item 8.A.4 incorrectly implied that audited financial information for a period of less than a full year would satisfy the requirement that audited annual financial statements are no more than 15 months old at the time of the offering or listing. The technical amendments clarify that a foreign private issuer cannot satisfy the 15-month audited annual financial statement requirement by filing financial statements that cover less than a full fiscal year, even if those statements are audited. Audited financial statements for a period of less than a full year, however, will continue to satisfy the requirement that the audited financial statements in an initial public offering are no more than 12 months old at the time of the filing.
The amendments also codify the long-standing practice of accepting two years audited income statement and statement of cash flows information if the financial statements are presented in accordance with U.S. GAAP, and conform Item 3.A (Selected Financial Data) of Form 20-F by adding an instruction to include predecessor information as already required in Instruction 1 to Item 8 (Financial Information).
Finally, the amendments correct various cross-references in Forms F-2 and F-3 under the Securities Act. The amendments were necessary only to clarify language in the forms, and do not alter the current disclosure requirements for companies filing on the forms.
VI. Other Pending Rulemaking and Recent Rule Adoptions
Disclosure, Legal and Processing Issues
Confidential Treatment of Supplemental Materials, Including Responses to Staff Comments
Issuers requesting confidential treatment of information submitted to the staff in other than a filing must rely on the procedural provisions of Rule 83 and Regulation S-T. Rules 406 and 24b-2 relate only to filed materials, not to materials submitted to the staff supplementally.
While Item 101(a) of Regulation S-T requires that all correspondence, including responses to staff comment letters, be filed in electronic format on EDGAR, confidential treatment cannot be granted for materials filed in electronic format. Confidential treatment can only be granted for information filed in paper.
If you wish to request confidential treatment for any portion of a supplemental submission, you must submit the supplemental submission on EDGAR with the information subject to the confidential treatment request omitted from the electronic submission. You must also submit the entire supplemental document to the staff in paper. You must mark the information for which you are requesting confidential treatment as sensitive or confidential in the paper copy and include the legend required by Rule 83.
Confidential Treatment Requests in Connection with Transactional Filings
We must complete the processing of all of an issuer's pending applications for confidential treatment prior to taking action on a transactional filing. To avoid delays in the processing of transactional filings, it is helpful when an issuer notifies the examination staff of pending confidential treatment applications when a transactional filing is made. The notification can be part of the cover letter to the filing or can be made to the Office of the Assistant Director responsible for processing the issuer's filings.
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