The Securities and Exchange Commission’s Division of Corporation Finance has issued new Compliance and Disclosure Interpretations related to the Exchange Act sections, rules, and forms.

The latest CDIs, dated Sept. 30 and Oct. 1, replace sections of the staff’s Manual of Publicly Available Telephone Interpretations. The CDIs are part of an ongoing effort by the staff to update and reformat its informal interpretative positions on a variety of topics.

“The CDIs provide helpful guidance because they combine in one location many of the staff’s prior Exchange Act Telephone Interpretations with more recent informal staff positions,” says Elizabeth Ising, an attorney with Gibson, Dunn & Crutcher. She notes that the new CDIs don’t cover all the staff’s informal Exchange Act interpretations. For example, CDIs regarding Exchange Act Section 16 or Form 8-K were updated earlier this year.

Among other things, the CDIs address issues related to Rule 12b-25, which provides an extension for filing periodic reports, Exchange Act registration and the mechanics of deregistration and delisting, matters related to employee benefit plans and the CEO and CFO certifications required by Sarbanes-Oxley.

For example, the CDIs state that:

· A company needs to file Exchange Act reports once a Form 10 (filed in connection with, for example, spin-offs) becomes effective, even if the Form 10 was selected for staff review and the review isn’t yet complete;

· A delinquent filer must file all delinquent reports in order to be considered current in its Exchange Act reporting;

· Sarbanes-Oxley certification requirements don’t apply to Forms 11-K filed by employee benefit plans; and

· An employee benefit plan with Section 15(d) reporting obligations that files Form 11-K need not file other periodic reports or any current reports.