On May 11, 2018, the SEC’s Division of Corporation Finance released new Compliance and Disclosure Interpretations (“C&DIs”) regarding the interpretations of the proxy rules and Schedules 14A and 14C. These replace the telephone interpretations contained in the Proxy Rules and Schedule 14A Manual of Publicly Available Telephone Interpretations and the March 1999 Supplement to the Manual of Publicly Available Telephone Interpretations (collectively, the “Telephone Interpretations”). The C&DIs are available here.
Certain C&DIs reflect minor substantive or technical changes from the telephone interpretations. The SEC has indicated that questions 124.01, 124.07, 126.02, 151.01, 161.03 and 163.01 reflect substantive changes from the answers provided in the Telephone Interpretations. Additionally C&DIs 126.04, 126.05, 158.01 and 158.03 reflect technical revisions. The remaining C&DIs have only non-substantive changes from the versions in the Telephone Interpretations.
For a comparison of the telephone interpretations against the new C&DIs in which substantive or technical changes were noted, please see here.