On Friday, Corp Fin published a bunch of updates to its Compliance & Disclosure Interpretations for Securities Act Sections and Securities Act Rules – including withdrawals, revisions, and brand new interpretations.

The updates modernize the CDIs to reflect that a number of them had become obsolete with the adoption of Securities Act Rule 152 back in 2020. As Dave has noted, that Rule provided welcome certainty for integration issues that had been a source of stress for many years. Other updates provide clarity on determining accredited investor status. Here’s more detail (with links to the new and revised CDIs, and paraphrasing the topics):

Securities Act Sections C&DIs (UPDATED 01/23/26)

1. Section 134. Securities Act Section 4(a)(2) – Withdrew Question 134.02 (superseded by Rule 152)

2. Section 139. Securities Act Section 5

– Withdrew Question 139.08 (superseded by Rule 152)

– Withdrew Question 139.25 (superseded by Rule 152)

– Revised Question 139.27 (updated to reflect existence of Rule 152)

Securities Act Rules C&DIs (UPDATED 01/23/26)

1. Section 141. Rule 147 – Intrastate offers and sales – Withdrew Question 141.06 (superseded by Rule 152)

2. New Section 148. Rule 152

– New Question 148.01

– The CDI addresses sales to individuals under Rule 506(b) of Regulation D, following a general solicitation under Rule 506(c). This depends on whether the issuer established a substantive relationship with such prospective purchasers prior to the commencement of the Rule 506(b) offering. Because the issuer solicited the prospective investors through the general solicitation in the prior Rule 506(c) offering, the issuer cannot rely on Rule 152(a)(1)(i). The CDI describes factors to consider.

– This CDI doesn’t give a bright-line cleansing period for investors previously solicited under a general solicitation, which is an issue raised in a letter request that John blogged about last summer. It does say that being an existing investor may constitute a preexisting relationship. Perhaps we will hear more about this at SRI this week.

– New Question 148.02

– The CDI explains that the mere fact that a registration statement is effective, in and of itself, does not automatically raise integration concerns under Rule 152.

– New Question 148.03 (revised and moved from Question 152.02)

– The refreshed CDI states that following an unsuccessful shelf takedown, an issuer may complete the offering privately, provided that the issuer complies with the general principle of integration in Rule 152(a).

3. Section 152. Rule 155 – Integration of Abandoned Offerings

– Withdrew Question 152.01 (superseded by Rule 152)

– Revised and Moved Question 152.02 (moved to Question 148.03) (private offering following unsuccessful shelf takedown)

– Withdrew Question 152.03 (superseded by Rule 152)

4. Section 212. Rule 415 – Delayed or Continuous Offering and Sale of Securities – Withdrew Question 212.06 (superseded by Rule 152)

5. Section 255. Rule 501 – Definitions and Terms Used in Regulation D – Revised 255.06

– This CDI relates to looking through to natural persons when determining accredited status of entities, the update clarifies language and adds a reference to Note 1 of Rule 501(a)(8).

6. Section 256. Rule 502 – General Conditions to be Met

– Withdrew Question 256.01 (superseded by Rule 152)

– Withdrew Question 256.02 (superseded by Rule 152)

– Withdrew Question 256.34 (superseded by Rule 152)

7. Section 260. Rule 506 – Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering

– New Question 260.39 – This new CDI clarifies that in a Rule 506(c) offering, an issuer can use different methods to verify the accredited investor status for different investors.

– Liz Dunshee