On July 9, 2026, the Securities and Exchange Commission’s Division of Corporation Finance issued a number of new Corporation Finance Interpretations (“CFIs”) (marking more than 150 new and revised CFIs since January 2025!). The new CFIs focus on Exchange Act Sections 13(d) and 13(g), including guidance related to total return swaps on equity securities, while additional new CFIs focus on the proxy rules, Regulation Crowdfunding (“Reg CF”) and the tender offer rules. The new CFIs regarding tender offers, in particular, reflect a modernization of the Division’s guidance in response to technological changes, a pattern we have seen from this Commission recently. A summary of the new CFIs follows:
| Topic | Guidance |
| Exchange Act Sections 13(d) and 13(g) Question 105.08 | A person who enters into a standard total return equity swap that (i) settles exclusively in cash and (ii) only refers to a class of equity securities in order to identify a reference security, but does not confer voting or investment power, or the right to acquire, such security (a “TRS”), is not deemed to acquire beneficial ownership (for purposes of Section 13(d) and Rule 13d-3) of the reference security, including any equity securities the counterparty may hold for hedging purposes, solely as a result of entering into the TRS. |
| Exchange Act Sections 13(d) and 13(g) Question 105.09 | A person who enters into a TRS would be “deemed” a beneficial owner of the reference securities, including any equity securities held by a counterparty to hedge its risk, if the TRS is directly or indirectly used in an “arrangement” to prevent the vesting of beneficial ownership by the TRS purchaser as part of a plan or scheme to evade reporting obligations. Entry into a TRS for economic exposure to the reference security, without more, does not create such a scheme. |
| Exchange Act Sections 13(d) and 13(g) Question 105.10 | With regard to a TRS, “plan or scheme” to evade, as used in Rule 13d-3(b), is generally the intent to enter into a TRS that creates a false appearance contrary to the actual facts. In other words, did the person know or was s/he reckless in not knowing that use of the TRS would create a false appearance that his or her interest is only economic? |
| Exchange Act Sections 13(d) and 13(g) Question 110.09 | An entity is formed specifically to raise funds to acquire securities of an issuer and engage in a related activism campaign. Prospective investors in the entity are informed in advance of the specific purpose of the funds, including the identity of the issuer. If the entity is required to report beneficial ownership of the issuer’s securities on a Schedule 13D, the identities of all of the investors in the entity must be disclosed in the Schedule 13D (see Item 3 of Schedule 13D regarding the source of funds used in purchasing the issuer’s securities). |
| Exchange Act Sections 13(d) and 13(g) Question 110.10 | When a Schedule 13D reporting person is a general or limited partnership and not a natural person, Instruction C to Schedule 13D requires listing persons and entities in addition to the reporting person when providing the information required by Items 2-6 of Schedule 13D (for example, general partners). |
| Proxy Rules and Schedules 14A/14C Question 155.02 | An entity is formed specifically to raise funds to acquire securities of a registrant and engage in a proxy solicitation to change the composition of the registrant’s board of directors. Prospective investors in the entity are informed in advance of the specific purpose for the funds, the identity of the registrant and the reason for the proxy solicitation. Each investor that invests more than $500 in the entity is a “participant” in the solicitation (see Instruction 3(a)(iv) to Item 4 of Schedule 14A). |
| Regulation Crowdfunding Question 202.02 | An issuer sold securities in a Reg CF offering, so has an ongoing reporting obligation under Rule 202(a) of Reg CF. All of the over 300 investors in the offering invested through a crowdfunding vehicle compliant with Rule 3a-9 under the Investment Company Act of 1940. However, the issuer cannot avail itself of Rule 202(b)(2) after it has filed one annual report, because, for purposes of Rule 202(b), “record holders” means investors in the offering, even if they invested through a single crowdfunding vehicle. The reporting obligation continues until there are less than 300 investors, or the issuer is otherwise able to stop reporting. |
| Tender Offers Rules and Schedules Question 104.03 | In connection with a tender offer solely for cash and/or securities exempt from registration under Section 3 of the Securities Act, an issuer can satisfy the disclosure requirement in Rule 13e-4(d)(3) via a press release that is issued as soon as practicable on the date of commencement of the offer through a widely disseminated news or wire service and contains (i) the disclosure required by Rule 13e-4(d)(3) and (ii) an active hyperlink to the tender offer materials and any related documents, provided that (a) the tender offer is not subject to Rule 13e-3 and (b) the issuer promptly furnishes the materials to any security holder who so requests. |
| Tender Offers Rules and Schedules Question 131.04 | A bidder in a tender offer may satisfy the disclosure requirement in Rule 14d-6 via a press release issued as soon as practicable on the date of commencement of the offer through a widely disseminated news or wire service that contains (i) the disclosure required by Rule 14(d)-6(d)(2) and (ii) an active hyperlink to the tender offer materials and any related documents, provided that (a) the tender offer is not subject to Rule 13e-3 and (b) the bidder reasonably promptly furnishes the materials to any security holder who so requests. |
Find all the new CFIs here.