TheCorporateCounsel.net

The Staff also issued a new “Securities Act Rules” CFI on Friday about filing fee offsets:

Question 240.18

Question: A filer attempted to register the offer and sale of securities on a Securities Act registration statement by claiming an offset against fees paid on a preliminary merger Schedule 14C [PREM14C] filed for a different transaction. The filer cited Rule 457(b) as the basis for the offset. May the filer claim this offset?

Answer: No. This offset is not available because the PREM14C was filed in connection with a different transaction. Rule 457(b) and the analogous Exchange Act Rule 0-11(a)(2) only ensure that, for any single transaction, the total fee paid for that particular transaction is to be calculated based on the overall transaction rather than requiring a fee for each step of the transaction. See Release No. 33-6617 (Jan. 9, 1986). [Sept. 4, 2026]

Remember that issuers can use Rule 457(p) to carry forward fees in some circumstances. We’ll be updating our “Filing Fees” Handbook for the new CFI – members can use this resource for a practical explainer on how all this works.

– Liz Dunshee