SEC’s Compliance and Disclosure Interpretations Now Known as Corporation Finance Interpretations (CFIs)

For many years, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission (the SEC) has made available informal guidance issued by the staff of the Division regarding federal securities laws, rules, and regulations. The staff’s interpretations were originally published as a compendium known as the Telephone Interpretations Manual. The name was subsequently changed to the Division of Corporation Finance’s Compliance and Disclosure Interpretations (C&DIs). In March, the SEC’s webpage was changed to refer to the compendium of interpretations as the Corporation Finance Interpretations (CFIs). There does not appear to have been a formal announcement of the effective date of the change or the rationale behind it.

On March 19, the Division issued a new Securities Act Forms CFI Question 116.26 that resolves a long-standing ambiguity involving the application of offering size limitations on offers and sales of securities under at-the-market (ATM) offering programs when a smaller listed issuer transitions from an unlimited shelf registration statement to a shelf registration statement that is subject to limits under the “baby shelf” rules. Form S-3 permits eligible issuers to conduct primary offerings on a streamlined basis. Issuers with a public float of at least $75 million may rely on General Instruction I.B.1 of Form S-3 to offer and sell securities in primary offerings without limitation, while listed issuers with a public float below that threshold may continue to use Form S-3 under General Instruction I.B.6 (the "baby shelf" rules), subject to a cap equal to one-third of public float over any 12-month period. ATM programs — under which securities are sold over time into the market pursuant to an effective shelf registration statement—are a commonly used capital-raising tool, including by smaller public companies. In Question 116.26, the staff confirms that an ATM program established while the issuer was eligible under General Instruction I.B.1 may continue to offer and sell the full amount of securities covered by a prospectus supplement that was filed prior to a Section 10(a)(3) update when an issuer determined that it is now only eligible to offer and sell securities subject to the limitations specified in the baby shelf rules. Importantly, under this new interpretation, the Staff does not require issuers to amend or reduce the size of an existing ATM program solely as a result of becoming subject to the baby shelf rules.

The Interfaith Center on Corporate Responsibility and As You Sow, two shareholder advocacy groups that frequently submit shareholder proposals to public companies, sued the SEC and its commissioners in federal court in Washington, DC on March 19, arguing that the SEC’s decision not to issue no- action letters on most Rule 14a-8 exclusion decisions violated the Administrative Procedure Act (APA). In November, the Division announced that, given its resource constraints, it would not be responding to most no-action requests from companies seeking to rely on Rule 14a-8 under the Securities Exchange Act of 1934 (the Exchange Act) to exclude shareholder proposals from their proxy materials. Companies that intend to exclude a proposal can file a notification pursuant to Rule 14a-8(j) with an unqualified representation that the company has a reasonable basis to exclude the proposal based on the provisions of Rule 14a-8, prior published guidance, and/or judicial decisions. In those situations, the Division will respond with a letter indicating that, based solely on the company’s or counsel’s representation, the Division will not object if the company omits the proposal from its proxy materials. The new approach was announced to apply to the current proxy season that runs from October 1, 2025, to September 30, 2026. In the litigation, the plaintiffs argue that this approach is inconsistent with the burden of persuasion imposed on issuers by Rule 14a-8, is arbitrary and capricious, and is tantamount to rulemaking without following the notice-and-comment process.

On March 12, the Staff of the Division published two FAQs that provide temporary, short-term, no-action relief for directors and officers of foreign private issuers (FPIs) and US domestic reporting companies who are unable to file beneficial ownership reports under Section 16(a) of the Exchange Act because they did not receive access credentials needed to file the required reports through the SEC’s EDGAR Next electronic filing platform. The FAQs apply to Section 16(a) beneficial ownership reports that were required to be filed on or before March 18, 2026. As we discussed in a recent client alert, the preparation and filing of Form ID applications for EDGAR filing credentials, which require individual review and approval by the SEC staff, can result in unanticipated filing delays. The FAQs are intended to provide a temporary grace period for late filings caused by a lack of EDGAR filing access for directors and officers who were unable to make timely filings because their Form ID applications had not been processed by March 18, provided that the filing is made by April 1 and certain other conditions are met. Separately, the staff issued a no-action letter confirming that the Staff would not recommend enforcement action for late filings by directors and officers of FPIs who experienced conditions that materially affected their ability to file timely Section 16(a) beneficial ownership reports that were due by March 18 if such conditions were the direct result of the current war in the Middle East and the reports are filed by April 20.

On March 17, the SEC’s Division of Economic and Risk Analysis (DERA) published a new report on, among other things, registered offerings, corporate bond offerings, Regulation A offerings, Regulation Crowdfunding offerings, and Regulation D offerings. In the release highlighting the findings, DERA notes an increase in market activity in 2025 as compared to the prior year: Market activity increased across several categories in 2025:

• In 2025, there were 374 IPOs raising over $70 billion in proceeds, up from 246 IPOs raising $39 billion in 2024.
• The number of follow-on registered offerings increased slightly in 2025, while the amount of capital raised in the offerings decreased slightly.
• Amounts raised in unregistered offerings also increased in 2025.
• There were 34,553 Regulation D offerings in 2025 compared to 32,554 Regulation D offerings in 2024. These offerings raised $2.1 trillion in capital in 2024 and $2.4 trillion in 2025.

These findings and other statistics can be found on the SEC’s public statistics and data visualizations webpage. One chart of note, available here, shows the number of reporting issuers by filer status and reporting status as of year-end 2024. The data reflects that there were 50% more identified non-accelerated filers than large accelerated filers and 400% more than accelerated filers.

On March 19-20, the SEC participated in Practising Law Institute’s “The SEC Speaks in 2026” conference, with appearances by all sitting SEC Commissioners and senior Staff across the divisions of investment management, trading and markets, corporation finance, enforcement, examinations, and economic and risk analysis. The speakers discussed the SEC’s priorities, results of recent initiatives and areas where it is seeking input from the investment community. In his remarks, Chairman Paul Atkins set forth an A-C-T strategy that underlies the current approach to rulemaking: A – advance; C – clarify and T – transform. We include excerpts from his remarks on each of these pillars below:

• Advance: to advance our regulatory posture is to bring it into honest alignment with the world as it is, rather than as it was when many of our rules were first written.
• Clarify: our goal is to draw clear and abiding regulatory lines.
• Transform: to transform our rulebook by trimming immaterial requirements that burden the market without a corresponding benefit to invest

These themes were echoed in speeches by Commissioners Hester Peirce (focusing on materiality as the lodestone of corporate disclosure) and Mark Uyeda (focusing on ensuring company and investor access to capital markets in the US).

A recording of the program is posted here.

On March 16, the SEC announced the resignation of Judge Margaret A. Ryan from her role as director of the Division of Enforcement. Chairman Atkins praised Judge Ryan’s leadership, noting: “the division reprioritized enforcing the nation’s securities laws, with a focus on pursuing fraud. I thank Meg for her many contributions and wish her very well.” She became director of enforcement on September 2, 2025.

On March 16, the SEC announced the adoption of amendments to Volumes I and II of the Electronic Data Gathering, Analysis, and Retrieval system Filer Manual (EDGAR Filer Manual) and related rules and forms. Among other things:

• Volume I, which sets forth the requirements for becoming an EDGAR filer, has been amended to reflect the implementation of technical changes adopted in connection with implementation of the EDGAR Next rulemaking, particularly with respect to access codes such as passwords and passphrases.
• Volume I was also amended to clarify the situations in which a cover letter or other supporting information must be included in a Form ID application for access for an existing CIK.
• Volume II was amended to reflect filing fee changes, longer CUSIP numbers, changes to certain notification requirements and changes to Section 16 Forms 3, 4 and 5 to reflect that affiliates of foreign private issues must now make filings.