SEC Staff Updates C&DIs on Exchange Act Rules

The staff in the SEC’s Division of Corporation Finance has added Questions 120.26, 120.27, and 120.28 to its compliance and disclosure interpretations (C&DIs) on the Exchange Act rules. Topics addressed in the C&DIs include:

• When companies are “required to begin providing the quarterly Item 408(a) disclosures and the annual Item 402(x) and Item 408(b) disclosures (Item 16J of Form 20-F disclosures for foreign private issuers) in periodic reports.”
• When companies must “begin providing [these] disclosures in proxy or information statements.”

Use of the affirmative defense under Rule 10b5-1(c) when a person other than the issuer maintains “two separate Rule 10b5-1 plans at the same time.”