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SEC Division of Corporation Finance

SEC division overseeing corporate disclosure rules, filings, and shareholder-proposal processes; its staff issues guidance interpreting securities laws.

Known aliases

  • CorpFin
  • Corp Fin
  • Corporation Finance
  • Division of Corporation Finance
  • the Division

Current stories

investConfirmed2 publishers

Token buybacks on working crypto networks fall outside the Howey test, SEC staff say

SEC staff said on September 25 that token buybacks on functioning networks and staking receipts that only record ownership do not create investment contracts. Because they are staff views, live networks can plan repurchases around them while a future SEC or a private plaintiff could still contest them.

Reality

Evidence68
Adoption45
Hype gap+30
Incentives50
Confidence70
leadershipOne report1 publisher

The SEC moves to hand the shareholder-proposal process back to the states

A September 16 proposal would rescind Rule 14a-8 and widen the discretion companies hold over proxies already returned to them, completing a withdrawal the SEC's staff started nearly a year ago.

Reality

Evidence72
Adoption45
Hype gap−6
Incentives62
Confidence70
leadershipOne report1 publisher

SEC staff says Item 1.05 leaves a breached company free to brief its vendors

The Division of Corporation Finance has told companies that the belief that the cyber disclosure rule bars them from saying more than the 8-K is wrong. Silence toward customers and peers is now a board's call.

Publishers:sec.gov

Reality

Evidence74
Adoption
Not scored
Hype gap+18
Incentives55
Confidence70
investOne report1 publisher

Hunter Biden's launch post disclaims the exact promise that would make LAPTOP a security

Arkham marked $144bn of fully diluted value two minutes after LAPTOP launched and $5bn at the half hour, and with the SEC's February meme-coin statement in force, the only cops left for the buyers are fraud cops.

Reality

Evidence55
Adoption40
Hype gap+20
Incentives65
Confidence50
leadershipOne report1 publisher

SEC tells 13G filers they can take the issuer's call without losing passive status

Three Corporation Finance Q&As dated September 2 say talking alone will not cost a 5%-plus holder its Schedule 13G status, with the clearest comfort reserved for conversations the issuer started, which puts visibility back on the board.

Reality

Evidence66
Adoption
Not scored
Hype gap+20
Incentives62
Confidence62
leadershipOne report1 publisher

Without SEC no-action letters, companies face greater risk in deciding whether to exclude shareholder proposals

Corp Fin will no longer answer any Rule 14a-8 no-action request, so the judgment about whether an exclusion holds sits with the company that makes it, and the next reader of that judgment is a judge.

Reality

Evidence58
Adoption76
Hype gap−12
Incentives57
Confidence63
leadershipOne report1 publisher

General counsel now carry the whole risk of excluding a shareholder proposal

The SEC's Division of Corporation Finance has stopped answering companies on Rule 14a-8, which leaves the 80-day exclusion notice as the only filing in the process and the opinion inside it entirely the company's own.

Reality

Evidence62
Adoption50
Hype gap+10
Incentives68
Confidence57
leadershipOne report1 publisher

The SEC stopped grading proxy exclusions. Now the board's lawyers do.

Nine in ten exclusion requests now draw a no-objection letter that reflects no review of the merits, and requests fell by half. The judgement moved to the general counsel's office.

Reality

Evidence58
Adoption74
Hype gap+12
Incentives55
Confidence57