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U.S. Securities and Exchange Commission

Division of Corporation Finance

Compliance and Disclosure Interpretations

The interpretations presented below reflect the views of the staff of the Division of Corporation Finance. They are not rules, regulations, or statements of the Commission. Further, the Commission has neither approved nor disapproved these interpretations.

These positions do not necessarily contain a discussion of all material considerations necessary to reach the conclusions stated, and they are not binding due to their highly informal nature. Accordingly, these responses are intended as general guidance and should not be relied on as definitive. There can be no assurance that the information presented in these interpretations is current, as the positions expressed may change without notice.

The Division currently is in the process of updating and reformatting its interpretive positions in the categories listed in the Index below. Items presented in italics are presented in the new format.



American Recovery and Reinvestment Act of 2009

Securities Act Sections

Securities Act Rules

Securities Act Forms

Regulation S-K

Industry Guides

Regulation AB

Exchange Act Sections

Exchange Act Rules

Exchange Act Forms

Exchange Act Section 16 and Related Rules and Forms

Exchange Act Form 8-K

Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting

Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3

Interactive Data

Proxy Rules and Schedule 14A

Shareholder Proposals

Tender Offer Rules and Schedules

Regulation M-A and Related Rules

Trust Indenture Act of 1939

Regulation S-T

Plain English

Regulation FD

Non-GAAP Financial Measures

Sarbanes-Oxley Act of 2002

Sarbanes-Oxley Act Section 404 and Related Rules

Confidential Treatment Requests

Oil and Gas Rules

Proxy Disclosure Enhancements Transition

Division Statement on Well-Known Seasoned Issuer Waivers

Modified: 10/11/2012