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C&DIs Securities Regulation

Troutman Pepper

SEC Issues Additional Guidance Regarding Cybersecurity Incident Disclosure

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On June 24, the staff of the U.S. Securities and Exchange Commission's (SEC) Division of Corporation Finance (Division of Corporation Finance) released five new Compliance & Disclosure Interpretations (C&DIs) relating to the...more

Mayer Brown Free Writings + Perspectives

SEC Announces New Cybersecurity Interpretations

The SEC’s Division of Corporation Finance yesterday published five new Compliance and Disclosure Interpretations, or “C&DIs,” all concerning Item 1.05 of Exchange Act Form 8-K, Disclosure of Cybersecurity Incidents....more

Mayer Brown Free Writings + Perspectives

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures (UPDATED)

(Updated) On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two...more

Mayer Brown Free Writings + Perspectives

SEC Issues Proxy-Related C&DI’s

On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued  one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized below,...more

Wyrick Robbins Yates & Ponton LLP

SEC Issues Additional Guidance Related to Pay Versus Performance

On September 27, 2023, the U.S. Securities and Exchange Commission (the “SEC”) updated its compliance and disclosure interpretations (“C&DIs”) on pay versus performance disclosures (see the Regulation S-K C&DI page on the...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Additional Pay Versus Performance Compliance & Disclosure Interpretations

On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to the pay-versus-performance (PVP)...more

Mayer Brown Free Writings + Perspectives

Reg AB Related C&DI

Recently, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance provided additional guidance in the form of a new Compliance and Disclosure Interpretation (C&DI) as part of the Regulation AB...more

Mayer Brown Free Writings + Perspectives

SEC Posts C&DIs on Foreign Private Issuer Form F-SR Buyback Reporting

On August 30, 2023, the staff of the U.S. Securities and Exchange Commission posted three compliance and disclosure interpretations (“C&DIs”) providing guidance on Form F-SR.  Form F-SR is  the new form for a foreign private...more

Mayer Brown Free Writings + Perspectives

SEC Posts Rule 10b5-1 Related C&DI’s

On August 25, 2023, the staff of the U.S. Securities and Exchange Commission posted five new compliance and disclosure interpretations (“C&DI’s”). Three of the new C&DIs related to the recent amendments to Rule 10b5-1 and two...more

Mayer Brown Free Writings + Perspectives

SEC Releases C&DIs on Compliance with New Insider Trading Disclosures

On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding...more

Nelson Mullins Riley & Scarborough LLP

SEC Releases New C&DIs on 10b5-1 Plans and Insider Trading Disclosures

The SEC released, on May 25, 2023, three new Compliance and Disclosure Interpretations (C&DIs) focused on recent changes to Rule 10b5-1 and reporting of insider trading policies and procedures. The new C&DIs provide as...more

Troutman Pepper

SEC Levies $8M Fine for Misleading Non-GAAP Disclosures and Disclosure Control Failures

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On March 14, DXC Technology Company (DXC) settled charges alleged by the Securities and Exchange Commission (SEC) for $8 million. The SEC claimed that DXC made misleading disclosures and lacked adequate disclosure controls...more

Nelson Mullins Riley & Scarborough LLP

SEC Issues New C&DIs Regarding Form 10-K “Clawback” Checkboxes

The U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance recently released updates to several Compliance & Disclosure Interpretations (C&DIs) related to the SEC’s recently adopted rules directing...more

Nelson Mullins Riley & Scarborough LLP

SEC Releases Updates to Non-GAAP C&DIs

The SEC’s Division of Corporation Finance recently released updates to several Compliance & Disclosure Interpretations ("C&DIs") related to the use of non-GAAP measures. The revised C&DIs generally cover...more

Mayer Brown Free Writings + Perspectives

C&DI Updates on Non-GAAP Financial Measures

On December 13, 2022, the staff of the Division of Corporation Finance (“staff”) of the Securities and Exchange Commission (“Commission”) has updated the following Compliance & Disclosure Interpretations (“C&DI”) on Non-GAAP...more

Mayer Brown Free Writings + Perspectives

New Compliance and Disclosure Interpretation Regulates Forward Contracts on Restricted Securities

On June 9, 2022, the staff (“Staff”) of the US Securities and Exchange Commission (“SEC”) added Question 101.01 to its Compliance and Disclosure Interpretations (“C&DI”), addressing forward contracts on restricted securities....more

Nelson Mullins Riley & Scarborough LLP

New Form 8-K C&DIs – File Your Material Agreements

The SEC has updated its Form 8-K compliance & disclosure interpretations (C&DIs) with two new Q&As focused on Item 1.01, Entry into a Material Definitive Agreement. New Q&A 102.04 outlines what are generally viewed as...more

Stinson - Corporate & Securities Law Blog

C&DIs Address Omission of Third Year from MD&A

The SEC recently revised Instruction 1 to Item 303(a) to allow registrants who are providing financial statements covering three years in a filing to omit discussion of the earliest of the three years if such discussion was...more

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