SEC Renames C&DI to CFI, Issues Corp Fin Interpretations

April 13, 2026

Capital Markets Update – April 2026 One-Minute Reads

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SEC renames compliance and disclosure interpretations

The Securities and Exchange Commission quietly changed the name of the compliance and disclosure interpretations to corporation finance interpretations (CFIs). We can all breathe a collective sigh of relief that we no longer need to wonder where to put the ampersand, right before we all review our thousands of documents to replace C&DI with CFI. For entertaining reading, see this TheGovernanceBeat.com post and this TheCorporateCounsel.net blog post.

Corp Fin issues new interpretation – Form S-3 eligibility

On March 19, 2026, Corp Fin issued the following new SEC Forms CFI 116.26 on baby shelf rules and at-the-market offerings:

Question 116.26

Question: A company entered into a sales agreement with a named selling agent for an at-the-market offering of an amount of securities that the company reasonably expected to offer and sell. The company had an effective Form S-3 registration statement, was eligible to offer and sell securities in reliance on General Instruction I.B.1, and filed a prospectus supplement for the offering. At the time of its next Section 10(a)(3) update, the company does not meet the $75 million public float requirement of Instruction I.B.1 but remains eligible to use Form S-3 in reliance on General Instruction I.B.6 (the “baby shelf”). Will the staff object if the company continues to offer and sell the full amount of securities covered by the prospectus supplement even if that amount would exceed the offering limits of General Instruction I.B.6?

Answer: Under these circumstances, the staff will not object if the company continues offering and selling the full amount of securities covered by the prospectus supplement that was filed prior to the Section 10(a)(3) update.

See this TheGovernanceBeat.com post and this TheCorporateCounsel.net blog post for more information.

SEC issues more corporation finance interpretations

• Securities Act Rules CFIs
  • Section 271. Rule 701 – Exemption for Offers and Sales of Securities Pursuant to Certain Compensatory Benefit Plans and Contracts Relating to Compensation: New Question 271.26, New Question 271.27, Revised Question 271.10, Revised Question 271.12, Revised Question 271.14, Revised Question 271.16, Revised Question 271.23 and Revised Question 271.24
  • Section 203. Rule 405 – Definition of Terms: Revised Question 203.03
• Securities Act Forms CFIs
  • Section 101. Securities Act Forms Generally: New Question 101.06
• Regulation S-K CFIs
  • Section 102. Item 10 – General: New Question 102.06 For more information, see this TheGovernanceBeat.com post and this CompensationStandards.com blog post.

Delaware Supreme Court upholds constitutionality of SB 21

The Delaware Supreme Court issued its decision in Rutledge v. Clearway Energy, (Del. 2/26), in which it unanimously concluded that SB 21’s amendments to the Delaware General Corporation Law (DGCL) were constitutional. SB 21 is legislation that amended Section 144 of the DGCL to provide statutory protections for directors, provide clearer standards for controlling stockholder transactions, and limit the number of books and records demands. For more information, see this TheGovernanceBeat.com post, this Cooley M&A blog post and this TheCorporateCounsel.net blog post.

Nasdaq launches Texas dual-list exchange

Nasdaq launched the Nasdaq Texas exchange. Nasdaq Texas was recently established by converting Nasdaq BX to a Texas LLC and renaming it, after which it filed for and received approval to remove the exchange’s old listing standards and adopt new listing standards that are substantially similar to the rules that pertain to the Nasdaq Global Market. Initially, Nasdaq Texas is only home to dually listed companies, but it intends to transition to a primary listing exchange in the future. There’s a special listing application for companies seeking to dual list, and Form 8-A filings have been starting to appear on EDGAR. For more information, see this TheCorporateCounsel.net blog post.

SEC clarifies application of securities laws to crypto-assets and approves Nasdaq’s tokenized securities trading proposal

The SEC announced the issuance of this interpretive release and this fact sheet clarifying the application of the securities laws to certain crypto-assets and transactions involving crypto-assets. The SEC’s interpretation: provides a token taxonomy for digital commodities (not securities), digital collectibles (not securities), digital tools (not securities), stablecoins (not securities) and digital securities (securities); addresses how a “non-security crypto asset” – which is a crypto-asset that itself is not a security – may become subject to, and how it may cease to be subject to, an investment contract; and clarifies the application of federal securities laws to airdrops, protocol mining, protocol staking and the wrapping of a non-security crypto-asset.

Separately, the SEC approved Nasdaq’s proposed rule change to enable the trading of securities on the exchange in tokenized form. Nasdaq market participants that are eligible to participate in the DTC Pilot (DTC Eligible Participants) would be able to trade tokenized versions of certain equity securities and exchange traded products on Nasdaq that are eligible for tokenization as part of the DTC Pilot (DTC Eligible Securities).

For more information on the application of securities laws to crypto-assets, see Corp Fin Director Jim Moloney’s statement (focusing on SEC v. W.J. Howey Co.), this TheGovernanceBeat.com blog post, this Law360 article, this TheCorporateCounsel.net blog post and this Law.com article. Also see this CapitalXchange blog post and this TheGovernanceBeat.com blog post. For more information on the approval of Nasdaq’s proposed rule change, see this TheCorporateCounsel.net blog post.

Investor groups sue SEC over Rule 14a-8 no-action pull back

The Interfaith Center on Corporate Responsibility (ICCR) and As You Sow filed this complaint against the SEC, claiming the SEC’s statement issued last November regarding Corp Fin’s role in the Rule 14a-8 process undermines a long-standing rule that governs shareholder proposals and seeks to stop the implementation of the SEC’s new policy. For more on this topic, see ICCR's press release, this TheGovernanceBeat.com post and this Responsible Investor article.

Check out recent Cooley speaking engagements

Below are recent Cooley speaking engagements and events that are available for on demand viewing, highlighting timely insights on capital markets, disclosure, compensation and IPO readiness.

• SEC 45th Annual Small Business Forum (March 9) – Hosted at SEC headquarters by the Office of the Advocate for Small Business Capital Formation, the forum brought together public and private sector participants to provide policy recommendations on improving capital formation for entrepreneurs, small businesses and smaller public companies. Agenda topics included funding for founders, investing in innovation and public company considerations for IPOs and small caps, with Cooley special counsel Reid Hooper participating as a panelist on the IPO and small cap discussion.
• Pre-IPO Through IPO: Compensation Strategies for a Smooth Transition (March 18) –Cooley partner Ali Murata served as a panelist for this CompensationStandards.com program discussing key compensation considerations from the pre IPO stage through the IPO and into the early years of being public, with a focus on practical approaches to designing, implementing and communicating compensation programs and governance frameworks.
• Before the Bell: Legal Perspectives on IPO Preparation (March 19) – Cooley partners Madison Jones and Darah Protas walked through the fundamentals of IPO preparation, from evaluating readiness to managing investor expectations in the lead-up to going public.
• From S-1 to 10-K: Avoiding Disclosure Pitfalls (March 24) – Cooley partner Brad Goldberg participated as a panelist in this TheCorporateCounsel.net webcast addressing evolving disclosure expectations and heightened compliance demands for companies transitioning into the Exchange Act reporting cycle.
• Dual-Track Considerations (March 26) – Cooley partners Kevin Cooper and Richard Segal examined the strategic and legal considerations involved in pursuing a dual track process, including preparing concurrently for an IPO and a potential sale to preserve flexibility and optimize valuation. [View source.]

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Related Posts

• Corp Fin’s “CDIs” Become the “CFIs”!
• Corp Fin Issues New “ATM/Baby Shelf” CFI
• Delaware Enacts Amendments to Provide Safe Harbors for Conflicted Transactions

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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