Transition Guidance for SEC’s New Proxy Disclosure Rules Issued

Earlier today the SEC issued several Compliance & Disclosure Interpretations (C&DIs) that provide guidance to companies on how to transition to the final proxy disclosure rules issued on December 16, 2009.  There had been a number of questions regarding how and when the new rules would apply.

• For companies with fiscal years ending on or after December 20, 2009, they will have to file their Form 10-K and proxy statement in compliance with the new rules.
• If a company is not required to comply with the new rules, it can do so voluntarily so long as it complies with all the other requirements applicable to the form it files.
• If a company is becoming subject to the securities disclosure rules and files a registration statement on or after December 20, 2009, it would have to comply with the new Regulation S-K amendments for such registration statement to be declared effective on or after February 28, 2010.
• As to the Form 8-K requirements applicable to the reporting of shareholder voting results, these will apply to any meeting that takes place on or after February 28, 2010.

The full text of the C&DIs can be found at:

http://www.sec.gov/divisions/corpfin/guidance/pdetinterp.htm

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