Raymond Be
Gregory
Belliston
Jeffrey Cohan
William Hines
Anne
Krauskopf
Charles Kwon
Heather Maples
Kim McManus
Mike McTiernan
Mike
Reedich
Carolyn Sherman
Amy Starr
Mark Vilardo
Ted
Yu
The Division of Corporation Finance provides interpretations of the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, and the Sarbanes-Oxley Act of 2002, and assists the Commission in administering the regulations that implement these statutes. The Division provides guidance to registrants, prospective registrants, and the public regarding these statutes and corresponding regulations through its Legal and Regulatory Policy offices. These offices often are referred to as “support offices” and include the following:
The staff of these offices is available to answer questions about the provisions of the federal securities laws that the Division administers. Each support office handles a specific range of issues and the members of each office have expertise in the substantive areas covered by their office. The staff strives to answer questions in a timely and efficient manner. To facilitate the staff in answering questions, it is important to contact the appropriate office with your question. A discussion of each support office, its area of expertise, and office contact information is provided below.
The Division’s staff is available to assist with interpretive and other questions regarding the federal securities laws it helps the Commission to administer. As a matter of policy, however, the staff of the Division does not provide interpretive guidance on certain topics or answer hypothetical questions. Some of these topics are discussed in Procedures Utilized by the Division of Corporation Finance in Rendering Informal Advice, Release No. 33-6253 (October 28, 1980). In addition, the staff of the Division does not answer public inquiries regarding disclosure in documents filed with the Commission, such as annual or quarterly reports or proxy statements. A company or its representative seeking information about the review status of a particular filing should contact the appropriate Assistant Director office.
Before contacting the staff, it is helpful to conduct thorough research, as this will facilitate the processing of your inquiry. In fact, after you explain your issue, one of the first questions you may receive from the staff is “What research have you conducted?” or “What sources have you consulted?” This information may assist the staff in determining which additional sources of information may be helpful in answering your question.
In addition to other information sources, the Division’s pages on the SEC's web site contain a variety of useful materials that answer many common questions. For example, we have updated, and are continuing to update, the interpretive guidance provided in our Compliance and Disclosure Interpretations.
Once you have conducted research on your issue and determined that you are in need of further guidance, you may decide to contact the staff. Contacting the appropriate support office will help expedite the processing of your inquiry. Submitting an inquiry to the appropriate office eliminates the extra time that would be spent re-routing the inquiry.
You may contact the staff by telephone or by submitting a request for informal advice and other assistance through an online form. For more detailed information about contacting the Division, please refer to Contacting the Division of Corporation Finance.
A detailed description of the types of inquiries handled by each office is set forth below.
The Office of Chief Counsel (OCC) answers legal questions regarding all of the provisions of the federal securities laws that the Division administers that are not covered by the other support offices. Questions may be submitted to OCC by telephone or by on-line form. Letters requesting a no-action position or interpretive advice also may be submitted to OCC. For example, companies often submit letters seeking a no-action position regarding exclusion of a shareholder proposal. Examples of specific areas about which OCC frequently answers questions include:
In addition to the interpretive guidance that OCC provides outside the Division, it provides internal guidance and support to the Division’s Disclosure Operations Groups in connection with filing reviews and other support on a variety of legal matters. OCC also provides assistance to other Divisions in areas in which it has expertise. In addition, it reviews draft releases relating to rulemaking initiatives and interpretive guidance, reviews proposed legislation and answers questions presented by Congressional staffers, and assists the Commission’s Office of General Counsel on cases relating to the Division’s responsibilities in which the Commission is involved through the amicus process or otherwise.
Telephone: (202) 551-3500
Email for submitting requests for
no-action, interpretive and exemptive letters: CFLetters@sec.gov
Email
address for requests for no-action relief under Rule 14a-8: shareholderproposals@sec.gov
Email
address for all other inquiries: CFOCCInterps@sec.gov
Staff (as of November 13, 2008)
Thomas Kim, Chief Counsel and Associate Director
Jonathan Ingram,
Deputy Chief Counsel
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Raymond Be |
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Kim McManus |
The Office of Mergers and Acquisitions (OMA) answers questions regarding disclosure and other issues arising in change-of-control transactions, including mergers, acquisitions, proxy contests, exchange offers, tender offers, going private transactions, beneficial ownership reporting under the Williams Act, and other similar issues. Questions may be submitted to OMA by telephone or by on-line form. Letters requesting a no-action position or an exemptive order also may be submitted to OMA. Examples of specific areas about which OMA frequently answer questions include:
In addition to the interpretive guidance that OMA provides outside the Division, it also provides internal guidance and support to the Division’s Disclosure Operations Groups.
Telephone: (202) 551-3440
Email: OMAInterps@sec.gov
Staff (as of November 13, 2008)
Michele Anderson, Chief
Song Brandon
Christina
Chalk
Daniel Duchovny
Mellissa Duru
Julia Griffith
Perry
Hindin
Peggy Kim
Nicholas Panos
The Division’s Office of Chief Accountant (CF-OCA) answers questions regarding financial reporting and related issues, including the requirements relating to the form and content of financial statements required to be included in Commission filings. Questions may be submitted to CF-OCA by telephone and by online form. Letters requesting a waiver or accommodation relating to certain financial reporting requirements may be submitted to CF-OCA via dcaoletters@sec.gov. Companies and their advisors seeking interpretive guidance or informal advice on applying the Commission’s financial reporting requirements, such as Regulation S-X, should contact CF-OCA.
CF-OCA works closely with the Division’s Disclosure Operations Groups in resolving accounting and financial reporting issues that arise through the comment letter process. The office also works closely with the Commission’s Office of Chief Accountant in addressing pre-filing submissions on the application of GAAP pertaining to specific registrants.
Telephone: (202) 551-3400
Email address for waivers and
accommodations: DCAOLetters@sec.gov
Email address for other inquiries:
CFDCAOInterps@sec.gov
Staff (as of November 13, 2008)
Wayne Carnall, Chief Accountant
Craig Olinger, Deputy Chief
Accountant
Louise Dorsey
Michael Fay
Todd
Hardiman
Stephanie Hunsaker
Steven Jacobs
Joel Levine
Leslie
Overton
Michael Stehlik
The Office of International Corporate Finance (OICF) answers questions on Securities Act Regulation S and offshore offerings, Securities Act Rule 144A, American depositary receipts, Exchange Act Rule 12g3-2(b) exemptions, and foreign issuer matters generally. Questions may be submitted to OICF by telephone or by on-line form. Letters requesting a no-action position or interpretive advice also may be submitted to OICF. In addition, the staff of OICF assists the Division’s Disclosure Operations Groups in their review of foreign issuer filings, such as Forms 20-F and 40-F, and Forms F-1, F-3, and F-4. OICF also has responsibility for the Division’s rulemaking initiatives that primarily affect foreign issuers and U.S. issuers raising capital offshore.
Telephone: (202) 551-3450
Email: OICFInterps@sec.gov
Staff (as of November 13, 2008)
Paul Dudek, Chief
Mary Cascio
Michael Coco
Felicia
Kung
Elliot Staffin
The Office of Small Business Policy (OSBP) answers questions on disclosure and other issues relating to smaller public companies, including those classified as "smaller reporting companies," and on limited, private, and intrastate offerings of securities. Examples of specific topics about which OSBP answers questions include:
Questions may be submitted to OSBP by telephone or by on-line form. Letters requesting a no-action position or interpretive advice also may be submitted to OSBP. In addition, OSBP acts as the Division's liaison to the state securities regulators on corporate finance issues and the Small Business Administration. OSBP assists in and reviews rulemaking initiatives, as well as other Commission actions, which may have small business implications.
OSBP also reaches out to smaller companies to facilitate capital formation. These efforts include coordinating the annual SEC Government-Business Forum on Small Business Capital Formation, which focuses on the current status of issues and programs related to small business capital formation.
Telephone: (202) 551-3460
Email: OSBPInterps@sec.gov
Staff (as of November 13, 2008)
Gerald Laporte, Chief
Anthony Barone
Corey
Jennings
Johanna Vega Losert
Kevin O’Neill
The Office of Rulemaking answers questions about rulemaking involving the Division, including questions about proposed rules, recently adopted final rules and rulemaking petitions. The office is primarily responsible for drafting proposing and adopting releases to revise current rules or implement new rules. The office has a leading role in most rulemaking projects undertaken by the Division. Questions may be submitted to the Office of Rulemaking by phone or by online form.
Telephone: (202) 551-3430
Email: CFORInterps@sec.gov
Staff (as of November 12, 2008)
Elizabeth Murphy, Chief
Eduardo Aleman
Pearl
Crawley
N. Sean Harrison
Steven Hearne
Katherine Hsu
The Office of Enforcement Liaison (OEL) coordinates matters between the Division of Corporation Finance and the Division of Enforcement. Such matters generally concern delinquent filers and revocation of registrations under Section 12(j) of the Exchange Act. In addition, OEL processes requests for waiver of “ineligible issuer” status, or so-called “WKSI waiver” requests, that may arise under Rule 405 of the Securities Act. "WKSI waiver" requests and related questions should be directed to Mary Kosterlitz. Delinqent filer questions should be directed to Michael Ferraro, Hilda Garrett, or Marva Simpson. Questions may be submitted to OEL by phone or online form.
Telephone: (202) 551-3420
Email: CFOELInterps@sec.gov
Staff (as of November 13, 2008)
Mary Kosterlitz, Chief
Michael Ferraro
Hilda
Garrett
Chauncey Martin
Jennifer Ours
Marva Simpson