On January 23, 2026, the Staff of the SEC’s Division of Corporation Finance released a series of updates to its Compliance and Disclosure Interpretations (CDIs). These revisions—covering proxy solicitation practices, broker search timing, executive compensation disclosures in spin‑offs, private offerings and integration, and lock‑up agreements in registered business combinations—reflect the Division’s ongoing effort to modernize and clarify interpretive guidance. Below is an overview of the most significant changes.Continue Reading SEC Division of Corporation Finance Issues Updated CDIs: Highlights
Corp Fin Updates CDIs on Rule 10b5-1
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On April 25, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 by issuing two new CDIs, revising 20 CDIs, and withdrawing three CDIs. Aside from the two new CDIs, this latest round of updates…
Continue Reading Corp Fin Updates CDIs on Rule 10b5-1Corp Fin Updates CDIs on Beneficial Ownership Reporting
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On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11 and issuing new Question 103.12.
In revised Question 103.11, Corp Fin expressed the view that a shareholder’s inability to…
Continue Reading Corp Fin Updates CDIs on Beneficial Ownership ReportingCorp Fin Issues CDIs on Cybersecurity Incident Reporting
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As part of its continuing efforts to clarify the application of the SEC’s rules regarding the disclosure of material cybersecurity incidents,[1] on June 24, 2024, the Division of Corporation (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs). All five of the CDIs focus on the materiality determination required under Item 1.05 of Form 8-K and are summarized below. The full text of the CDIs is set forth at the end of this post.Continue Reading Corp Fin Issues CDIs on Cybersecurity Incident Reporting
Corp Fin Issues New CDIs on Rule 10b5-1 Plans and Related Disclosures
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On August 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 trading arrangements. Three of the CDIs provide clarification on the recent amendments to Rule 10b5-1, and the other two CDIs relate to the new quarterly disclosure requirements for Rule 10b5-1 plans. The full text of the CDIs is set forth in the Appendix below.Continue Reading Corp Fin Issues New CDIs on Rule 10b5-1 Plans and Related Disclosures
Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes
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On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous Client Alert for more information on the clawback rules. These new CDIs address what had been an outstanding question relating to upcoming disclosure obligations, as well as a few other clarifications.Continue Reading Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes