Division of Corporation Finance

Rules, Regulations and Schedules

The following rules, regulations and schedules apply to disclosure documents filed with the SEC that are subject to review by the Division of Corporation Finance.

Regulation S-X [17 CFR Part 210]

• Form and content of and requirements for financial statements

Regulation S-B [17 CFR Part 228]

• Integrated disclosure requirement repository for small business issuers

Regulation S-K [17 CFR Part 229]

• Integrated disclosure requirement repository

Also included in Part 229:

• Regulation M-A [17 CFR 229.1000 - 229.1016]
  Mergers and acquisitions
   
• Regulation AB [17 CFR 229.1100 - 229.1123]
  Asset-backed securities
   

Industry Guides

• Securities Act and Exchange Act Industry Guides

General Rules and Regulations, Securities Act of 1933 [17 CFR Part 230]

This link includes the following significant items:

• Rule 144 [17 CFR 230.144]
  Persons deemed not to be engaged in a distribution and therefore not underwriters
   
• Rule 147 [17 CFR 230.147]
  Exemption for intrastate offers and sales of securities
   
• Rule 155 [17 CFR 230.155]
  Integration of abandoned offerings
   
• Regulation A [17 CFR 230.251 - 230.263]
  Conditional small issues exemption
   
• Regulation C [17 CFR 230.401 - 230.498]
  Registration and filing requirements
   
• Regulation D [17 CFR 230.501 - 230.508]
  Rules governing the limited offer and sale of securities without registration under the Securities Act
   
• Rule 701 [17 CFR 230.701]
  Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation
   
• Rules 800, 801 & 802 [17 CFR 230.800 - 230.802]
  Exemptions for cross-border rights offerings, exchange offers or business combinations for the securities of foreign private issuers
   
• Regulation S [17 CFR 230.901 - 230.905]
  Rules governing offers and sales made outside the United States without registration under the Securities Act
   
• Regulation CE [17 CFR 230.1001]
  Coordinated exemptions for certain issuers of securities exempt under state law
   

Regulation S-T [17 CFR Part 232]

• General rules and regulations for electronic filings

Descriptions of Securities Act Forms [17 CFR Part 239]

• Forms prescribed under the Securities Act
  [This link includes only descriptions of the forms required under the Securities Act. You can find the text of the forms on the Securities Act Forms page.]

General Rules and Regulations, Securities Exchange Act of 1934 [17 CFR Part 240]

This link includes the following significant items:

• Regulation 12B [17 CFR 240.12b-1 - 240.12b-37]
  Exchange Act registration and reporting
   
• Rule 12g3-2 [17 CFR 240.12g3-2]
  Exemptions for American depositary receipts and certain foreign securities
   
• Regulations 13D and 13G [17 CFR 240.13d-1 - 240.13d-102]
  Securities ownership
   
• Schedule 13D [17 CFR 240.13d-101]
  Statement of beneficial ownership
   
• Schedule 13G [17 CFR 240.13d-102]
  Statement of beneficial ownership
   
• Rule 13e-1 [17 CFR 240.13e-1]
  Purchase of securities by the issuer
   
• Rule 13e-3 [17 CFR 240.13e-3]
  Going private transactions
   
• Schedule 13e-3 [17 CFR 240.13e-100]
  Transaction statement under Section 13(e) of the Exchange Act
   
• Rule 13e-4 [17 CFR 240.13e-4]
  Tender offers by issuers
   
• Regulation 14A [17 CFR 240.14a-1 - 240.14b-2]
  Proxy rules
   
• Schedule 14A [17 CFR 240.14a-101]
  Proxy statement pursuant to Section 14(a) of the Exchange Act
   
• Regulation 14C [17 CFR 240.14c-1 - 240.14c-101]
  Distribution of information pursuant to Section 14(c) of the Exchange Act
   
• Schedule 14C [17 CFR 14c-101]
  Information statement pursuant to Section 14(c) of the Exchange Act
   
• Regulation 14D [17 CFR 240.14d-1 - 240.14d-103]
  Regulation 14E [17 CFR 240.14e-1 - 240.14f-1]
  Tender offer rules
   
• Schedule TO [17 CFR 240.14d-100]
  Tender offer statement under Section 14(d)(1) or 13(e)(1) of the Exchange Act
   
• Schedule 14D-1F [17 CFR 240.14d-102]
  Tender offer statement pursuant to Rule 14d-1(b) of the Exchange Act
   
• Schedule 14D-9 [17 CFR 240.14d-101]
  Solicitation / recommendation statement under Section 14(d)(4) of the Exchange Act
   
• Schedule 14D-9F [17 CFR 240.14d-103]
  Solicitation / recommendation statement under Section 14(d)(4) of the Exchange Act and Rules 14d-1(b) and 14e-2(c) under the Exchange Act
   
• Section 16 rules [17 CFR 240.16a-1 - 240.16e-1]
  Ownership reports and trading by officers, directors and principal securityholders

Regulation FD [17 CFR Part 243]

• Fair disclosure

Regulation G [17 CFR Part 244]

• General rules regarding disclosure of non-GAAP financial measures

Regulation BTR [17 CFR Part 245]

• Blackout trading restrictions

Descriptions of Exchange Act Forms [ 17 CFR Part 249]

• Forms prescribed under the Exchange Act
  [This link includes only descriptions of the forms required under the Exchange Act. You can find the text of the forms on the Exchange Act Forms page.]

General Rules and Regulations, Trust Indenture Act of 1939 [17 CFR Part 260]

• Trust Indenture Act rules

Descriptions of Trust Indenture Act Forms [17 CFR Part 269]

• Forms prescribed under the Trust Indenture Act
  [This link includes only descriptions of the forms required under the Trust Indenture Act. You can find the text of the forms on the Trust Indenture Act Forms page.]