SEC Compliance and Disclosure Interpretations, 2nd Edition

The SEC's Division of Corporation Finance responds to the thousands of telephone inquiries annually concerning the statutes, rules and regulations it administers. This manual provides a compilation of responses to these inquiries, providing valuable, informal guidance in numerous areas of SEC regulation. It serves as an indicator of how the Division and the Commission itself might proceed formally in various regulatory scenarios. After exhausting cases, releases and no-action letters, practitioners often turn to this source for guidance.

This just released second edition is a comprehensive yet portable collection of these "compliance and disclosure interpretations" (C&DIs), previously known as "telephone interpretations." Organized by topic and act, the manual includes citations to the controlling authority (e.g., law section, rule, item, form), as well as history notes indicating when the interpretation was issued, modified and/or rescinded.

Coverage includes new and revised interpretations issued through July 8, 2011, including new guidance on Regulation S-K (see Chapter 6), Form 8-K (see Chapter 15), and non-GAAP financial measures (see Chapter 24).