SEC Staff Guidance on Compliance and Disclosure Interpretations

SEC: Staff Guidance Hub

Published November 7th, 2017

Detected March 14th, 2026

Summary

The SEC's Division of Corporation Finance has updated its Compliance and Disclosure Interpretations (CDIs) page. These interpretations reflect staff views on federal securities laws and are intended as general guidance, not binding rules. The division is actively revisiting and refreshing these positions.

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What changed

The Securities and Exchange Commission (SEC) staff, specifically the Division of Corporation Finance, has updated its landing page for Compliance and Disclosure Interpretations (CDIs). These interpretations, while not rules or regulations of the Commission, represent the staff's views on federal securities laws and are intended to provide general guidance. The document indicates that the Division is in the process of revisiting and refreshing these interpretive positions, with revised or new interpretations to be published on this page. The page also provides links to specific interpretations related to the Securities Act and the Exchange Act, some of which have recent update dates.

While these interpretations are non-binding and informal, they are crucial for understanding the SEC staff's current thinking on compliance and disclosure matters. Regulated entities, particularly public companies and their legal counsel, should periodically review these updated interpretations for any shifts in staff positions that could affect their reporting obligations or disclosure practices. The SEC encourages requests for interpretive advice through a provided form or telephone contact.

What to do next

Review updated Compliance and Disclosure Interpretations for Securities Act and Exchange Act sections.
Note that the SEC staff is actively revisiting and refreshing interpretive positions.

Source document (simplified)

Compliance and Disclosure Interpretations

Nov. 7, 2017 These interpretations reflect the views of the staff of the Division of Corporation Finance. They are not rules, regulations, or statements of the Commission. The Commission has neither approved nor disapproved these interpretations.

These positions do not necessarily discuss all material information necessary to reach the conclusions stated, and they are not binding due to their highly informal nature. Accordingly, these positions are intended as general guidance and should not be relied on as definitive.

The Division currently is in the process of revisiting and refreshing its interpretive positions. The new landing page below re-organizes the topics to assist users in navigating the information. Revised or new interpretations will be published here.

We welcome requests for interpretive advice and other assistance relating to the areas of the federal securities laws that the Division administers and interprets. Please use this form or contact us via telephone.

Compliance and Disclosure Interpretations are available on a consolidated page. Note that this consolidated page does not contain all disclosure guidance from the Division.

Securities Act

Securities Act Sections

Compliance and Disclosure Interpretations *(UPDATED 01/23/26)*
Staff Legal Bulletin No. 3A June 18, 2008 *(UPDATED 06/18/08)* Section 3(a)(10) exemption from the Securities Act's registration requirements and the resale status of securities received in transactions exempt from registration pursuant to Section 3(a)(10) (Revised).
Staff Legal Bulletin No. 4 Sept. 16, 1997 Whether Section 5 of the Securities Act of 1933 applies to spin-offs; also addresses related matters, including how securities received in spin-offs may be resold under the Securities Act.

Securities Act Rules

Securities Act Rules Compliance and Disclosure Interpretations *(UPDATED 03/06/26)*
Regulation Crowdfunding Compliance and Disclosure Interpretations *(UPDATED 02/17/26)*

Securities Act Forms

Compliance and Disclosure Interpretations (UPDATED 03/06/26)

Exchange Act

Exchange Act Rules, Forms and Sections generally (excluding the Specific Exchange Act Topics listed below)

Exchange Act Sections

Compliance and Disclosure Interpretations *(UPDATED 06/09/22)*
Staff Legal Bulletin No. 3A June 18, 2008 *(UPDATED 06/18/08)* Section 3(a)(10) exemption from the Securities Act's registration requirements and the resale status of securities received in transactions exempt from registration pursuant to Section 3(a)(10) (Revised).
Staff Legal Bulletin No. 4 Sept. 16, 1997 Whether Section 5 of the Securities Act of 1933 applies to spin-offs; also addresses related matters, including how securities received in spin-offs may be resold under the Securities Act.