Updates to Compliance and Disclosure Interpretations


The staff of the Securities and Exchange Commission’s Division of Corporation Finance has updated a bunch of Compliance and Disclosure Interpretations.

Here are a few questions that caught my eye, with a snapshot of the answer. Follow the question’s link for the complete answer.

There are many more new and revised questions under the Securities Act Sections, Rules and Forms, Regulation S-K, Exchange Act Sections, Section 16 and Regulation FD.

Securities Act Sections

Question 103.04: Where the offer and sale of convertible securities or warrants are being registered under the Securities Act, and such securities are convertible or exercisable within one year, must the underlying securities be registered at that time?

Answer: Yes. . . .

Question 139.28: Must offers and sales be suspended during the waiting period of a post-effective amendment to an effective registration statement?

Answer: Offers and sales must be suspended if the post-effective amendment is filed for the purpose of a Section 10(a)(3) amendment and the prospectus is already stale for Section 10(a)(3) purposes. . . .

Securities Act Rules

Question 212.05: Can a registration statement under Rule 415 be declared effective without an opinion of counsel as to the legality of the securities being issued when no immediate sales are contemplated?

Answer: No. However, . . .

Securities Act Forms

Question 130.14: The Item-by-Item instructions for Item 7 of Form D indicate that an issuer must enter the date of the first sale of securities in the offering if the issuer is filing a “new notice.” If an issuer is filing an amendment to a Form D filing, must the issuer provide current information about the date of first sale in the amendment?

Answer: Yes. Rule 503(a)(4) provides that an issuer that files an amendment must provide current information in response to all requirements of the form, regardless of why the amendment is filed. For example, if, in the original Form D, the issuer indicated that the first sale has “Yet to Occur” and if, by the time of the amendment, the date of first sale is known, then the issuer must disclose the actual date of first sale in the amendment.

Regulation FD

This is an all new collection of CD&’s for Regulation FD.


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