SEC Division of Corporation Finance Issues Nine New C&DIs


On March 4, the Securities and Exchange Commission's Division of Corporation Finance issued Compliance and Disclosure Interpretations (C&DIs) with respect to several topics under the Securities Act of 1933 and the Securities Exchange Act of 1934.

C&DI 139.32 states that if an Exchange Act reporting company is conducting an exempt offering pursuant to Regulation S and Rule 144A under the Securities Act and includes material non-public information in the offering memorandum, it should not file the complete offering memorandum under Item 7.01 of Form 8-K to satisfy its obligations under Regulation FD. Because the public filing of the offering memorandum is likely to be inconsistent with the offering exemptions, the company could file a Form 8-K that sets forth only the material non-public information included in the offering memorandum along with no more information about the offering than is permitted to be disclosed in accordance with Securities Act Rule 135c.

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