What's New in the Division of Corporation Finance
November 2016

Accounting and Financial Reporting

• Division of Corporation Finance Financial Reporting Manual (UPDATED 11/09/16)

  Revisions to add guidance relating to the implementation of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (as amended by Accounting Standards Update No. 2015-14) and IFRS 15, Revenue from Contracts With Customers, Accounting Standards Update No. 2016-02, Leases (Topic 842) and IFRS 16, Leases, and Accounting Standards Update No. 2015-09, Disclosures about Short-Duration Contracts (Topic 944); clarify guidance on emerging growth company financial statements; clarify filings required after effectiveness of Form 10; and clarify guidance on impact of loss of smaller reporting company status on filing deadlines, among others.

Compliance and Disclosure Interpretations

• Regulation AB
  • Staff Guidance for EDGAR Filings for Asset-Backed Securities Issuers (UPDATED 11/30/2016)
• Tender Offer Rules and Schedules (UPDATED 11/18/2016)
  • Tender Offers and Schedules
• Securities Act Rules (UPDATED 11/17/2016)
  • Regulation A CDIs
    • New C&DI 182.12
    • New C&DI 182.13
    • New C&DI 182.14
  • Regulation D CDI
    • New C&DI 256.34
• Securities Act Rules (UPDATED 11/9/2016)
  • Section 240. Rule 457 – Computation of Fee
    • Revised C&DI 240.11
    • New C&DI 240.15
    • New C&DI 240.16
• Securities Act Forms (UPDATED 11/9/2016)
  • Section 126. Form S-8
    • Revised C&DI 126.06
    • New C&DI 126.43
    • New C&DI 126.44
• Securities Act Forms (UPDATED 11/2/2016)
  • Section 116. Form S-3 — General Instructions I.B.1 to I.B.6 — Transaction Requirements
    • New C&DI 116.25
• Proxy Rules and Schedule 14A (UPDATED 11/2/2016)
  • Exchange Act Rules 14a-3 and 14c-3
    • New C&DI Regarding Submission of Annual Reports to SEC

No-Action, Interpretive and Exemptive Letters

• Morgan Stanley Smith Barney LLC, November 22, 2016
   
• Rule 144(d)(1) Up-C Structure, November 1, 2016