On April 16, 2026, the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission issued an Exemptive Order for Tender Offers for Equity Securities, which shortens the offering period for certain...more
I’m a wee bit compulsive about some small things that I find guilty pleasure in. One nice bit of news is that Corp Fin has quietly changed “Compliance and Disclosure Interpretations” to “Corporation Finance Interpretations.”...more
Cooley’s Reid Hooper and Asa Henin note that Corp Fin issued this new Form S-3 CFI yesterday on baby shelfs and at-the-market offerings (CDIs are now called “CFIs,” which I’ll be blogging about next week):...more
On Friday, Corp Fin granted global no-action relief to insiders of foreign private issuers in countries impacted directly by the war going on in Iran – so that the compliance deadline for those insiders is April 20th (rather...more
Yesterday, Corp Fin posted a set of five FAQs related to the Section 16 obligations that commence on March 18th for insiders of foreign private issuers (those that aren’t exempt)....more
How many of you remember RealCorporateLawyer.com? I sure do. It was my first website – and I launched it twenty-five years ago today. I left the SEC at the end of ’98, having been sort of the “Internet guy” within Corp Fin...more
Following up on Part 1 of this blog that explains what a “preliminary proxy” is – and the first two common mistakes made with them – here are three more common mistakes (as well as a bonus note):...more
At Northwestern’s annual Securities Regulation Institute in San Diego yesterday, SEC Commissioner Mark Uyeda delivered this speech about how securities law reform in the Corp Fin area might unfold. His main themes consisted...more
A few days ago, the SEC issued this press release with a list of the current senior staffers in Corp Fin. Director Jim Moloney started his job a few months ago – and now he has three Deputy Directors!...more
On November 17, 2025, staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) announced it will not provide a substantive response to no-action requests from companies seeking to exclude...more
Here’s an excerpt from this Cooley Alert about last week’s Corp Fin statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule...more
Earlier this week, Corp Fin issued this statement saying that it won’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1). ...more
Your Post-Shutdown IPO Roadmap - The 43-day government shutdown is (finally) over, with an appropriations bill signed into law late on Wednesday, November 12th, and the SEC Staff promptly returning to work on Thursday,...more
The Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) released a statement today indicating that it will not respond to no-action requests by companies seeking to exclude...more
Corp Fin just posted an updated list of its shutdown FAQs, reducing the number of FAQs from 22 to 17 – and making other tweaks as noted in this redlined version of the FAQs. Note that the now-deleted FAQs related to actions...more
Late yesterday, the Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) and Division of Investment Management posted a statement in advance of the government shutdown. Here’s an excerpt...more
Last week, I blogged that if a shutdown happens, it feels like it could last longer than the typical shutdown given the politics involved. The shutdown is now here – and Corp Fin posted this note late yesterday afternoon...more
Recently, Corp Fin’s Office of Mergers & Acquisitions issued this notable no-action relief to ExxonMobil to enable retail holders of the company to provide standing instructions to have their votes cast at annual shareholder...more
As noted in this Reuters article, President Trump called for an end to quarterly reporting with the SEC yesterday to ease burdens on companies and instead move to a semi-annual reporting model. Here are seven things to...more
Given that the Staff from the SEC’s Division of Economic and Risk Analysis recently had to post this note about errors for XBRL tags on “public float” amounts, I thought I would list the ten most common XBRL errors made by...more
Last month, Corp Fin’s Office of Small Business Policy issued no-action relief to a company from the requirement to file an annual report on Form 1-K under Regulation A – despite the fact that the company didn’t qualify for...more
A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin...more
A few weeks ago, Corp Fin revised two – and withdrew one – of the Legal Proceedings CDIs under Item 103 of Regulation S-K. These CDI changes are catching up to the reorg of Item 103 that the SEC made five years ago when the...more
As we await word as to who the next Corp Fin Director is, I thought it might be useful to investigate where these folks typically hail from. Below is an analysis of this list of Corp Fin Directors that I created long ago on...more
The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more