SEC Updates Compliance and Disclosure Interpretations Relating to Securities Act Rules 134, 165 and 433
The SEC Division of Corporation Finance updated its Compliance and Disclosure Interpretations ("C&DIs"). Specifically, the Division added:
- Question 110.01, to discuss communications made in reliance on Securities Act Rule 134 ("Communications Not Deemed a Prospectus");
- Question 164.02, to discuss electronic communications relying on the exemption in Rule 165 ("Offers Made in Connection with a Business Combination Transaction"); and
- Question 232.15, to discuss free writing prospectuses distributed in reliance on Rule 433 ("Conditions to Permissible Post-Filing Free Writing Prospectuses").