New Online Submission Procedure for No-Action and Interpretive Requests

News Brief

By Cydney Posner

If you are planning to submit a no-action, interpretive or exemptive request to Corp Fin's Office of Chief Counsel, other than requests under Rule 14a-8 (shareholder proposals), written requests should now be submitted online by uploading them at this link.  Attachments are limited to seven megabytes in the aggregate. Attachments larger than seven megabytes can be mailed or faxed to the Office of Chief Counsel.

Information at the link specifies required procedures as well as guidance on the substance of request letters. For example, the guidance indicates that writers should indicate why they think a problem exists, their own opinions in the matter and the basis for those opinions. Writers are encouraged to research all available authority before submitting a request and to include the results in the request. If a request for confidential treatment is made, this request and the basis for it should be included in a separate letter and submitted with the request letter. Letters relating to unnamed companies or persons, or to hypothetical situations, will not be answered. (See Release No. 33-5127 (January 25, 1971) and Release No. 33-6269 Procedures Applicable to Requests for No-Action and Interpretive Letters (December 5, 1980).) Note that Corp Fin, as a matter of policy, does not answer hypothetical questions or questions relating to "affiliate" or "control" status. (See Release No. 33-6253, Procedures Utilized by the Division of Corporation Finance for Rendering Informal Advice (Interpretive Release; October 28, 1980).)

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