Division of Corporation Finance
November 2012
Overview of the Legal, Regulatory and Capital Markets Offices
The Division of Corporation Finance provides interpretations of the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, and the Sarbanes-Oxley Act of 2002, and assists the Commission in administering the regulations that implement these statutes. In addition to the Division's filing review offices in Disclosure Operations, the Division has several offices which provide specialized expertise necessary to carry out the Division's mission including providing interpretive guidance, writing rules, providing internal guidance on specialized matters and providing other legal and financial reporting assistance. These offices include:
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. A discussion of each office, its area of expertise, and office contact information is provided below.
When is it appropriate to contact an office?
The Division’s staff is available to assist with interpretive and other questions regarding the federal securities laws it helps the Commission to administer. As a matter of policy, however, the staff of the Division does not provide interpretive guidance on certain topics or answer hypothetical questions. Some of these topics are discussed in Procedures Utilized by the Division of Corporation Finance in Rendering Informal Advice, Release No. 33-6253 (October 28, 1980). In addition, the staff of the Division does not answer public inquiries regarding disclosure in documents filed with the Commission, such as annual or quarterly reports or proxy statements. A company or its representative seeking information about the review status of a particular filing should contact the appropriate Assistant Director office.
How you can expedite the staff’s processing of a request for interpretive guidance?
Before contacting the staff, it is helpful to conduct thorough research, as this will facilitate the processing of your inquiry. In fact, after you explain your issue, one of the first questions you may receive from the staff is “What research have you conducted?” or “What sources have you consulted?” This information may assist the staff in determining which additional sources of information may be helpful in answering your question.
In addition to other information sources, the Division’s pages on the SEC's web site contain a variety of useful materials that answer many common questions. For example, we have updated, and are continuing to update, the interpretive guidance provided in our Compliance and Disclosure Interpretations.
Once you have conducted research on your issue and determined that you are in need of further guidance, you may decide to contact the staff. Contacting the appropriate office will help expedite the processing of your inquiry. Submitting an inquiry to the appropriate office eliminates the extra time that would be spent re-routing the inquiry.
You may contact the staff by telephone or by submitting a request for informal advice and other assistance through an online form. For more detailed information about contacting the Division, please refer to Contacting the Division of Corporation Finance.
A detailed description of the types of inquiries handled by each office is set forth below.
Thomas Kim, Chief Counsel and Associate Director
Jonathan Ingram, Deputy Chief Counsel
The Office of Chief Counsel (OCC) answers legal questions regarding all of the provisions of the federal securities laws that the Division administers that are not covered by the other support offices. Questions may be submitted to OCC by telephone or online form. Letters requesting a no-action position or interpretive advice, other than no-action letters requesting relief under Rule 14a-8, may be submitted to OCC by mail or online form. Examples of specific areas about which OCC frequently answers questions include:
- Form 8-K
- Registration statement forms eligibility under the Securities Act and Exchange Act
- Securities Act Rule 144
- Exchange Act Section 16 and reporting beneficial ownership on Forms 3, 4, and 5
- Executive compensation disclosure
- Trust Indenture Act of 1939
In addition to the interpretive guidance that OCC provides outside the Division, it provides internal guidance and support to the Division’s Disclosure Operations Groups in connection with filing reviews and other support on a variety of legal matters. OCC also provides assistance to other Divisions in areas in which it has expertise. In addition, it reviews draft releases relating to rulemaking initiatives and interpretive guidance, reviews proposed legislation and answers questions presented by Congressional staffers, and assists the Commission’s Office of General Counsel on cases relating to the Division’s responsibilities in which the Commission is involved through the amicus process or otherwise.
Contact Information
Telephone: (202) 551-3500
Email address for requests for no-action relief under Rule 14a-8: shareholderproposals@sec.gov
Mary Kosterlitz, Chief
The Office of Enforcement Liaison (OEL) coordinates matters between the Division of Corporation Finance and the Division of Enforcement. Such matters generally concern tips, complaints and referrals, delinquent filers, and revocation of registrations under Section 12(j) of the Exchange Act. In addition, OEL processes requests for waiver of “ineligible issuer” status, or so-called “WKSI waiver” requests, that may arise under Rule 405 of the Securities Act. "WKSI waiver" requests and related questions should be directed to John Madison. Delinqent filer questions should be directed to Hilda Garrett or Marva Simpson. Questions may be submitted to OEL by phone or online form.
Contact Information
Telephone: (202) 551-3420
Michele Anderson, Chief
The Office of Mergers and Acquisitions (OMA) answers questions regarding disclosure and other issues arising in change-of-control transactions, including mergers, acquisitions, proxy contests, exchange offers, tender offers, going private transactions, beneficial ownership reporting under the Williams Act, and other similar issues. Questions may be submitted to OMA by telephone or online form. Letters requesting a no-action position or an exemptive order also may be submitted to OMA. Examples of specific areas about which OMA frequently answer questions include:
- Regulations 13D-G and related Schedules
- Tender offer rules
- Rules applicable to cross-border business combination transactions and rights offerings
- Contested and other non-routine proxy solicitations
In addition to the interpretive guidance that OMA provides outside the Division, it also provides internal guidance and support to the Division’s Disclosure Operations Groups.
Contact Information
Telephone: (202) 551-3440
Vacant, Chief Accountant
Craig Olinger, Deputy Chief Accountant
Nilima Shah, Deputy Chief Accountant
The Division’s Office of Chief Accountant (CF-OCA) answers questions regarding financial reporting and related issues, including the requirements relating to the form and content of financial statements required to be included in Commission filings. Questions may be submitted to CF-OCA by telephone and online form. Letters requesting a waiver or accommodation relating to certain financial reporting requirements may be submitted to CF-OCA via dcaoletters@sec.gov. Companies and their advisors seeking interpretive guidance or informal advice on applying the Commission’s financial reporting requirements, such as Regulation S-X, should contact CF-OCA.
CF-OCA works closely with the Division’s Disclosure Operations Groups in resolving accounting and financial reporting issues that arise through the comment letter process. The office also works closely with the SEC’s Office of the Chief Accountant in addressing pre-filing submissions on the application of Generally Accepted Accounting Principles (GAAP) pertaining to specific registrants.
Contact Information
Telephone: (202) 551-3400
Email address for waivers and accommodations: DCAOLetters@sec.gov
Paul Dudek, Chief
The Office of International Corporate Finance (OICF) answers questions on Securities Act Regulation S and offshore offerings, Securities Act Rule 144A, American depositary receipts, Exchange Act Rule 12g3-2(b) exemptions, and foreign issuer matters generally. In addition, the staff of OICF assists the Division’s Disclosure Operations Groups in their review of foreign issuer filings, such as Forms 20-F and 40-F, and Forms F-1, F-3, and F-4. OICF also has responsibility for the Division’s rulemaking initiatives that primarily affect foreign issuers and U.S. issuers raising capital offshore. OICF serves as the Division's liaison with the International Organization of Securities Commissions (IOSCO), the Organisation for Economic Co-operation and Development (OECD) and other international organizations.
Questions may be submitted to OICF by telephone or online form. Letters requesting a no-action position or interpretive advice also may be submitted to OICF.
Contact Information
Telephone: (202) 551-3450
Gerald Laporte, Chief
The Office of Small Business Policy (OSBP) answers questions on disclosure and other issues relating to smaller public companies, including those classified as "smaller reporting companies," and on limited, private, and intrastate offerings of securities. Examples of specific topics about which OSBP answers questions include:
- Regulation D — Rules 504, 505, and 506 — and Form D
- Section 3(a)(11) and Rule 147 — intrastate securities offerings
- Rule 701 — equity incentive compensation for employees of non-Exchange Act reporting companies, both domestic and foreign
- Regulation A — Rules 251 to 263
In addition, OSBP processes requests for waivers of disqualification under Rules 262 and 505.
Questions may be submitted to OSBP by telephone, online form or e-mail. Letters requesting a no-action position or interpretive advice also may be submitted to OSBP. In addition, OSBP acts as the Division's liaison to the state securities regulators on corporate finance issues and the Small Business Administration. OSBP assists in and reviews rulemaking initiatives, as well as other Commission actions, which may have small business implications.
OSBP also reaches out to smaller companies to facilitate capital formation. These efforts include coordinating the annual SEC Government-Business Forum on Small Business Capital Formation, which focuses on the current status of issues and programs related to small business capital formation.
Contact Information
Telephone: (202) 551-3460
Email: SmallBusiness@sec.gov
Felicia Kung, Chief
The Office of Rulemaking answers questions about rulemaking involving the Division, including questions about proposed rules, recently adopted final rules and rulemaking petitions. The office is primarily responsible for drafting proposing and adopting releases to revise current rules or implement new rules. The office has a leading role in most rulemaking projects undertaken by the Division. Questions may be submitted to the Office of Rulemaking by phone or online form.
Contact Information
Telephone: (202) 551-3430
Amy M. Starr, Chief
The Office of Capital Markets Trends (OCMT) identifies and evaluates, and is the point of contact in the Division for, macro and micro capital markets trends and new or novel securities. The office engages in general and product focused evaluations of securities offerings, including shelf offerings, to identify issues and trends and to recommend appropriate disclosures. The office also is the Division office that is primarily responsible for evaluating new derivatives products and engaging in rulemaking relating to derivatives, including implementation of provisions of Title VII of the Dodd-Frank Act. In addition, the office is the Division contact point for municipal securities issues. The office is primarily responsible for answering questions for the Division, including those related to letters requesting a no-action position or interpretive advice, related to offerings of structured, new or novel securities, derivatives issues, and municipal securities. Questions may be submitted to OCMT by telephone or online form. Examples of specific topics about which OCMT answers questions include:
- Shelf takedowns of new or novel securities, including structured securities, such as structured notes and non-Investment Company Act exchange-traded products
- Novel securities offerings generally
- Derivatives issues under the Securities Act and Dodd-Frank rulemaking related to security-based swaps
Contact Information
Telephone: (202) 551-3860
Katherine Hsu, Chief
The Office of Structured Finance (OSF) reviews asset-backed securities registration statements and other disclosure documents and other structured finance disclosure and monitors the impact of these securities on our markets. The office is also primarily responsible for drafting proposing and adopting releases and answering questions for the Division, including questions related to letters requesting a no-action position or interpretive advice, related to asset-backed securities and other structured finance products. Questions may be submitted to OSF by telephone or online form. Examples of specific topics about which OSF answers questions include:
- Regulation AB
- Whether or not a security is an "asset-backed security"
- Dodd-Frank Act rulemaking related to asset-backed securities and securitizers, such as Rule 15Ga-1, Rule 193 under the Securities Act, and credit risk retention under Section 15G of the Exchange Act.
In addition to the interpretive guidance that OSF provides inside the Division, it also provides guidance and support to the Commission's other Divisions and Offices in connection with matters related to structured finance products.
Contact Information
Telephone: (202) 551-3850
http://www.sec.gov/divisions/corpfin/cflegalregpolicy.htm
