Corp Fin Posts New Exchange Act Compliance and Disclosure Interpretations
October 3, 2008
On September 30, 2008, the SEC Division of Corporation Finance posted on its Web site three new Compliance and Disclosure Interpretations (CDIs). The new CDIs replace the prior Telephone Interpretations regarding the Exchange Act, the Exchange Act Rules and the Exchange Act Forms. In addition to including many of the old Telephone Interpretations, the new CDIs provide a number of new interpretations and formalize previous verbal guidance given by the SEC Staff. As part of the new CDIs, the Staff addressed issues that arise for registrants that are filing Form 12b-25 requesting an extension of an Exchange Act filing and for delinquent filers. Specifically, the Exchange Act Rules CDIs include some detailed guidance on the ability of companies to use an effective Form S-3 during and after the Rule 12b-25 period, as well as helpful guidance on delisting and deregistration mechanics. In addition, the Exchange Act Form CDIs clarify that a delinquent filer must file all delinquent reports in order to be considered current in its Exchange Act reporting and may not become current by filing the latest Form 10-K or some sort of consolidated “catch-up” filing. The Staff also consolidated much of its guidance on CEO/CFO certifications in new CDIs under Exchange Act
Rule 13a-14.
http://www.sec.gov/divisions/corpfin/cfguidance.shtml
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kara.maccullough@hklaw.com
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