Corp Fin announced yesterday that it plans to continue to enhance the transparency of staff actions by posting on EDGAR in issuers’ filing histories a range of documents relating to staff actions.
As a second step—the first being the posting of “bedbug” letters—beginning October 1, 2018, Corp Fin will start to release on EDGAR orders issued granting or denying regulatory relief on behalf of the SEC, including orders declaring registration statements abandoned, orders accelerating the effective date of Exchange Act registration statements, orders accelerating the effective date of qualification of trust indentures and orders granting exemptions from certain of the tender offer rules and provisions. More to come, Corp Fin says, including documents memorializing actions or positions taken by the Corp Fin staff, such as interpretive guidance and no-action relief. That could be noteworthy, depending on what is intended. For example, currently, no-action requests and the related staff grant (or not) of relief are already posted online, so are they referring to other documentation related to no-action relief? Something that might give us some more insight into the staff’s thinking about no-action positions taken, which are typically standard opaque responses and often inscrutable in terms of their rationales? (As a recent example, remember the guessing game over the keys to exclusion of shareholder proposals under Rule 14a-8(i)(10), substantial implementation? See e.g., this PubCo post.) Now that would actually be some transparency regarding staff actions that would be very valuable! Just a thought