Compliance and Disclosure Interpretations
Nov. 7, 2017
These interpretations reflect the views of the staff of the Division of Corporation Finance. They are not rules, regulations, or statements of the Commission. The Commission has neither approved nor disapproved these interpretations.
These positions do not necessarily discuss all material information necessary to reach the conclusions stated, and they are not binding due to their highly informal nature. Accordingly, these positions are intended as general guidance and should not be relied on as definitive.
The Division currently is in the process of revisiting and refreshing its interpretive positions. The new landing page below re-organizes the topics to assist users in navigating the information. Revised or new interpretations will be published here.
We welcome requests for interpretive advice and other assistance relating to the areas of the federal securities laws that the Division administers and interprets. Please use this form or contact us via telephone.
Securities Act
Securities Act Sections
- Compliance and Disclosure Interpretations (UPDATED 11/13/20)
- Staff Legal Bulletin No. 3A June 18, 2008 (UPDATED 06/18/08)
Section 3(a)(10) exemption from the Securities Act's registration requirements and the resale status of securities received in transactions exempt from registration pursuant to Section 3(a)(10) (Revised). - Staff Legal Bulletin No. 4 Sept. 16, 1997
Whether Section 5 of the Securities Act of 1933 applies to spin-offs; also addresses related matters, including how securities received in spin-offs may be resold under the Securities Act.
Securities Act Rules
- Securities Act Rules Compliance and Disclosure Interpretations (UPDATED 11/20/23)
- Regulation Crowdfunding Compliance and Disclosure Interpretations (UPDATED 04/05/17)
Securities Act Forms
- Compliance and Disclosure Interpretations (UPDATED 09/21/20)
Exchange Act
Exchange Act Rules, Forms and Sections generally (excluding the Specific Exchange Act Topics listed below)
Exchange Act Sections
- Compliance and Disclosure Interpretations (UPDATED 06/09/22)
- Staff Legal Bulletin No. 3A June 18, 2008 (UPDATED 06/18/08)
Section 3(a)(10) exemption from the Securities Act's registration requirements and the resale status of securities received in transactions exempt from registration pursuant to Section 3(a)(10) (Revised). - Staff Legal Bulletin No. 4 Sept. 16, 1997
Whether Section 5 of the Securities Act of 1933 applies to spin-offs; also addresses related matters, including how securities received in spin-offs may be resold under the Securities Act.
Exchange Act Rules
- Compliance and Disclosure Interpretations (UPDATED 8/25/23)
- Staff Legal Bulletin No. 18 Mar. 15, 2010
Exchange Act Rule 12h-3 - Statement of the Division of Corporation Finance on the Conflict Minerals Decision (DATED 04/29/14)
- Frequently Asked Questions on Conflict Minerals (UPDATED 04/07/14)
Exchange Act Forms
- Exchange Act Forms Compliance and Disclosure Interpretations (UPDATED 8/30/23)
- Exchange Act Form 8-K Compliance and Disclosure Interpretations (UPDATED 06/24/24)
- Proxy Disclosure Enhancements Transition Compliance and Disclosure Interpretations (UPDATED 01/20/10)
Specific Exchange Act Topics
Exchange Act Sections 13(d), 13(g) and 16 and related rules and forms
Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3
Proxy Rules and Schedule 14A
- Compliance and Disclosure Interpretations (UPDATED 11/17/23)
- July 2001 Interim Supplement to Publicly Available Telephone Interpretations
- Compliance and Disclosure Interpretations (Regarding Submission of Annual Reports to SEC) (UPDATED 01/11/23)
- Compliance and Disclosure Interpretations (Regarding Description under Rule 14a-4(a)(3) of Rule 14a-8 Shareholder Proposals) (UPDATED 03/22/16)
- Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) in the M&A Context) (UPDATED 10/27/15)
- Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) Generally) (UPDATED 01/24/14)
- Compliance and Disclosure Interpretations (Satisfying Legend Requirements Via Hyperlink) (UPDATED 04/21/14)
- Staff Legal Bulletin No. 20 Jun. 30, 2014
Proxy Voting: Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from the Proxy Rules for Proxy Advisory Firms.
Shareholder Proposals
- Staff Legal Bulletin No. 14, Jul. 13, 2001
- Staff Legal Bulletin No. 14A, Jul. 12, 2002
- Staff Legal Bulletin No. 14B, Sept. 15, 2004
- Staff Legal Bulletin No. 14C, Jun. 28, 2005
- Staff Legal Bulletin No. 14D, Nov. 7, 2008
- Staff Legal Bulletin No. 14E, Oct. 27, 2009
- Staff Legal Bulletin No. 14F, Oct. 18, 2011
- Staff Legal Bulletin No. 14G, Oct. 16, 2012
- Staff Legal Bulletin No. 14H, Oct. 22, 2015
- Staff Legal Bulletin No. 14L, Nov. 3, 2021
Tender Offer Rules and Schedules
Regulations
Regulation FD
- Compliance and Disclosure Interpretations (UPDATED 06/04/10)
Regulation M-A and Related Rules
Regulation S-K
- Compliance and Disclosure Interpretations (UPDATED 11/21/23)
- Transitional FAQs Regarding Amended Regulation S-K Items 101, 103 and 105 (11/5/20)
- Staff Guidance on Calculation of Pay Ratio Disclosure (DATED 09/21/17)
- Staff Observations in the Review of Executive Compensation Disclosure
- Staff Legal Bulletin No. 19 Oct. 14, 2011
Legality and Tax Opinions in Registered Offerings.
Regulation S-T
- Compliance and Disclosure Interpretations (UPDATED 01/23/15)
Trust Indenture Act
Trust Indenture Act of 1939
- Compliance and Disclosure Interpretations (UPDATED 04/24/15)
Industry Guidance
Other Topics
Asset-Backed Securities
- Compliance and Disclosure Interpretations (UPDATED 07/31/24)
- Information for Form ABS-EE Filings (UPDATED 12/19/22)
- Staff Guidance for EDGAR Filings for Asset-Backed Securities Issuers (UPDATED 9/24/18)
Confidential Treatment Requests
Cross-Border Exemptions
- Compliance and Disclosure Interpretations (UPDATED 10/17/18)
Interactive Data
- Compliance and Disclosure Interpretations (UPDATED 11/20/23)
Non-GAAP Financial Measures
- Compliance and Disclosure Interpretations (UPDATED 12/13/22)
Other Legislation
American Recovery and Reinvestment Act
Fixing America's Surface Transportation Act
- Compliance and Disclosure Interpretations (UPDATED 08/17/17)
Jumpstart Our Business Startups Act
Sarbanes-Oxley Act
- Sarbanes-Oxley Act Frequently Asked Questions (REVISED 11/14/2002)
- Staff Statement on Management's Report on Internal Control Over Financial Reporting (DATED 5/16/2005)
- Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports; Frequently Asked Questions (REVISED 9/24/2007)
Last Reviewed or Updated: July 31, 2024