SEC Releases New CFIs

The SEC has released new corporation finance interpretations (CFIs) related to the following topics:

• Beneficial ownership reporting — (1) Questions 105.08–105.10 on considerations related to determining beneficial ownership when an entity enters into a total return equity swap and (2) Questions 110.09–110.10 related to certain disclosures under Schedule 13D.
• Proxy rules and Schedules 14A/14C — Question 155.02 on whether investors in an entity that is “formed for the purpose of raising funds to acquire securities of a specific registrant and engage in a proxy solicitation to change the composition of the registrant’s board of directors at the registrant’s upcoming shareholder meeting” qualify as “participants” under Schedule 14A.
• Regulation Crowdfunding — Question 202.02 on a scenario involving “an ongoing reporting obligation under Rule 202(a) of Regulation Crowdfunding.”
• Tender offer rules and schedules — Questions 104.03 and 131.04 related to whether, “for a tender offer in which the consideration offered consists solely of cash and/or securities exempt from registration under Section 3 of the Securities Act,” an issuer or a bidder may publish “a widely disseminated press release” to meet the disclosure requirements under Rule 13e-4(d) or Rule 14d-6(d), respectively.

For more information, see the CFI page on the SEC’s Web site.