SEC/CORPORATE SEC Division of Corporation Finance Issues New C&DIs on FAST Act -

As previously reported, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act) on December 4. The transportation bill includes several provisions related to securities laws and capitalraising measures, which were summarized in the December 11 edition of the Corporate and Financial Weekly Digest. One provision of the FAST Act requires the Securities and Exchange Commission to revise Form S-1 and Form F-1 to permit emerging growth companies (EGCs) to omit Regulation S-X financial information for historical periods otherwise required at the time of filing (or confidential submission), provided that the issuer reasonably believes the omitted financial information will not be required in the Form S-1 or F-1 at the time of the contemplated offering and that, prior to the issuer distributing a preliminary prospectus, such registration statement is amended to include all required Regulation S-X financial information at the date of such amendment. On December 11, the SEC issued two new Compliance and Disclosure Interpretations (C&DIs) to provide further guidance as to how to apply this provision.