Division of Corporation Finance

Directory of Division Offices

Office of the Director

Disclosure Operations Offices

The Division selectively reviews company securities filings through its filing review process both to monitor and to enhance compliance with disclosure and accounting requirements. These filings include those of new issuers and as well as public companies reporting under the Exchange Act. Companies are assigned to one of 12 Assistant Director offices in our full disclosure program or to the Office of Structured Finance in the case of ABS issuers. The Office of Global Security Risk also reviews and comments on filings.

If you do not know which office your company is assigned to, click here.

If you have received comments on a filing and wish to discuss them with the staff, start by contacting the person identified in the letter you received. If you are not satisfied with the resolution of any issue, we encourage you to ask for reconsideration of the comments.

For information concerning filing on EDGAR, or how to deal with EDGAR filing problems, contact the numbers outlined here.

Legal, Regulatory, Accounting and Capital Markets Offices

The Division has several offices which provide specialized expertise including providing interpretive guidance, writing rules, providing internal guidance on specialized matters and providing other legal and financial reporting assistance.

The staff of these offices is available to answer questions about the provisions of the federal securities laws that the Division administers. Each office handles a specific range of issues and the members of each office have expertise in the substantive areas covered by their office. The staff strives to answer questions in a timely and efficient manner. To facilitate the staff in answering questions, it is important to contact the appropriate office with your question. Each office is described here.

Telephone Numbers

Contacting the Division via the Internet

Online Forms

Legal Questions

You may submit questions about the Securities Act of 1933, the Securities Exchange Act of 1934 or the Trust Indenture Act of 1939 by completing an online form or by calling one of the Division Offices as outlined in Overview of the Legal, Regulatory and Capital Markets Offices. Questions submitted electronically will be processed by the staff in the same manner as telephone calls.

No-Action, Interpretive or Exemptive Letters

Send requests for no-action, interpretive or exemptive letters (other than requests made under Exchange Act Rule 14a-8, for which we have a separate email address) to the Division by online form.

Email addresses

dcaoletters@sec.gov

Use this email address to send requests for interpretations, accommodations or waivers of financial reporting and disclosure requirements to the Division of Corporation Finance’s Office of Chief Accountant. Remember that your email is not confidential, and others may intercept and read your email. In order to facilitate proper routing, please include in the body of the email: company name, date of letter, correspondent’s name, CIK number, Assistant Director Office No., and file number. Correspondence must be attached to the e-mail as a PDF file. Letters will be processed by the staff in the same manner as requests submitted in paper.

smallbusiness@sec.gov

Use this email address to ask questions and submit comments on the SEC’s rules and programs affecting small businesses and private equity securities offerings, including venture capital financings. Included among these rules and programs are:

• Regulation D (Rules 504, 505 and 506), Section 3(a)(11) and Rule 147, which provide exemptions for limited and intrastate securities offerings from the requirement that all securities offerings be registered with the SEC;
   
• SEC disclosure rules applicable to smaller reporting companies that file registration statements for securities offerings and periodic reports with the SEC;
   
• Regulation A, which provides a simplified "registration-like" procedure for securities offerings not exceeding $5 million;
   
• Rule 701, which accommodates grants of stock options and other equity incentive compensation to employees by non-Exchange Act reporting companies, both domestic and foreign; and
   
• the SEC Government-Business Forum on Small Business Capital Formation, a conference conducted annually by the SEC.

You may also use this email address to seek information on the relationship between the federal and state securities law regulatory systems. You should include your telephone number in all messages sent to this email address. Remember that your email is not confidential and others may intercept and read your correspondence.

This email address should not be used to submit requests for interpretative or “no-action” letters or policy advice in areas other than those set forth immediately above. Such requests should be sent in traditional written form or by email, or through an online form, and addressed to the Chief Counsel of the appropriate SEC division — Corporation Finance, Market Regulation or Investment Management — depending upon the nature of the specific matter involved.

shareholderproposals@sec.gov

Use this email address to send requests for no-action relief with respect to shareholder proposals under Exchange Act Rule 14a-8 and related correspondence to the Division. Do not use this email address to submit other types of no-action requests or correspondence. Please include your name and telephone number in any submission directed to this email address. Remember that your email is not confidential and others may intercept and read your correspondence. We will process no-action requests and related correspondence received through email address in the same manner as requests and correspondence submitted in paper.

• Registered investment companies and business development companies may submit requests for no-action relief under Rule 14a-8 and related correspondence to the Division of Investment Management at IMshareholderproposals@sec.gov. You can find additional contact information, including a mailing address, for the Division of Investment Management at "Division of Investment Management Frequently Requested Telephone Numbers, E-Mail Addresses, and Other Contacts", located at http://www.sec.gov/divisions/investment/imcontact.htm.