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Yesterday, the Corp Fin Staff released another set of Compliance & Disclosure Interpretations updates. As the Goodwin Public Company Advisory blog highlighted yesterday, the big news here is that four CDIs were updated or withdrawn to allow all Form S-3 issuers, not just WKSIs, to go effective on Form S-3 registration statements between the Form 10-K filing and the filing of the proxy statement containing forward-incorporated Part III disclosure.

Securities Act Forms CDI 114.05 & Securities Act Rules CDI 198.05 were both updated, and related Securities Act Forms CDI 123.01 was withdrawn. (That CDI previously stated that a registrant filing a non-automatically effective Form S-3 had to either file its proxy or include Part III information in its 10-K before the Form S-3 was declared effective to have a complete Section 10(a) prospectus.) Plus Regulation S-K CDI 117.05 was updated to remove the reference to the withdrawn CDI.

The CDIs also reflect one other substantive change. The Staff added a CDI on Form 20-F (Exchange Act Forms CDI 110.10) that reads as follows:

Question: Item 16F(a) of Form 20-F requires disclosure about a change in a registrant’s certifying accountant. Instruction 2 to this item states the disclosure called for need not be provided if it has been “previously reported,” as defined in Exchange Act Rule 12b-2. The rule states that information has been “previously reported” if it has been reported in, among other things, a report under Exchange Act Sections 13 or 15(d). Would disclosure about a change in accountant that otherwise satisfies the requirements of Item 16F(a) of Form 20-F but has been included in a Form 6-K be considered “previously reported,” such that it does not need to be included in Form 20-F?

Answer: Yes, if the Form 6-K contains disclosure that satisfied the requirements of Item 16F(a), then it is considered “previously reported” and is not required to be included in Form 20-F. [March 20, 2025]

Finally, three CDIs were withdrawn to clean up old references to the share repurchase disclosure modernization rulemaking.

See Exchange Act Forms CDIs 113.01, 113.02 and 113.03.  Form F-SR was the foreign private issuer share repurchase report created by the now vacated rules.

– Meredith Ervine