Since it seems like we can’t go a week without new or revised CDIs from Corp Fin – the gift that keeps on giving – of course, we had a few new ones drop on Friday. Most of the revised CDIs relate to Rule 701 and in many of those, the only thing that changed was the amount got bumped from $5 million to $10 million – so Corp Fin understandably didn’t post redlines for those. Here are the new and revised Rule 701 CDIs:
There’s also a new CDI for smaller reporting companies – Question 102.06 – that indicates that the failure to check the SRC status box doesn’t result in a loss of SRC status or the ability to use SRC accommodations (assuming the issuer qualifies as an SRC).
There’s a new CDI – Question 101.06 – that says that a company reorganizes from an LLC to a C corporation doesn’t require a new CIK – but that the company’s information should be updated as appropriate in EDGAR.
And there’s a revised CDI – Question 203.03 – that deals with the definition of “ineligible issuer” in Rule 405, which states that it includes an issuer, or any entity that at the time was a subsidiary of the issuer, that within the past three years “was convicted of any felony or misdemeanor described in paragraphs (i) through (iv) of [S]ection 15(b)(4)(B) of the Securities Exchange Act of 1934.” The CDI notes that the conviction by a foreign court as to the activities described in paragraphs (i) through (iv) of Section 15(b)(4)(B) of the Exchange Act does not trigger ineligibility under the definition – and that the staff’s position is consistent with its approach to similar disqualification provisions contained in Regulation A and Regulation D (see Securities Act Rules CDI 260.20).
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