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Division of Corporation Finance
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Raymond Be |
Mike McTiernan |
The Office of Mergers and Acquisitions (OMA) answers questions regarding disclosure and other issues arising in change-of-control transactions, including mergers, acquisitions, proxy contests, exchange offers, tender offers, going private transactions, beneficial ownership reporting under the Williams Act, and other similar issues. Questions may be submitted to OMA by telephone or by on-line form. Letters requesting a no-action position or an exemptive order also may be submitted to OMA. Examples of specific areas about which OMA frequently answer questions include:
In addition to the interpretive guidance that OMA provides outside the Division, it also provides internal guidance and support to the Division’s Disclosure Operations Groups.
Telephone: (202) 551-3440
Email: OMAInterps@sec.gov
Staff (as of November 13, 2008)
Michele Anderson, Chief
Song Brandon
Christina Chalk
Daniel Duchovny
Mellissa Duru
Julia Griffith
Perry Hindin
Peggy Kim
Nicholas Panos
The Division’s Office of Chief Accountant (CF-OCA) answers questions regarding financial reporting and related issues, including the requirements relating to the form and content of financial statements required to be included in Commission filings. Questions may be submitted to CF-OCA by telephone and by online form. Letters requesting a waiver or accommodation relating to certain financial reporting requirements may be submitted to CF-OCA via dcaoletters@sec.gov. Companies and their advisors seeking interpretive guidance or informal advice on applying the Commission’s financial reporting requirements, such as Regulation S-X, should contact CF-OCA.
CF-OCA works closely with the Division’s Disclosure Operations Groups in resolving accounting and financial reporting issues that arise through the comment letter process. The office also works closely with the Commission’s Office of Chief Accountant in addressing pre-filing submissions on the application of GAAP pertaining to specific registrants.
Telephone: (202) 551-3400
Email address for waivers and accommodations: DCAOLetters@sec.gov
Email address for other inquiries: CFDCAOInterps@sec.gov
Staff (as of June 8, 2009)
Wayne Carnall, Chief Accountant
Craig Olinger, Deputy Chief Accountant
Mark Kronforst, Deputy Chief Accountant
Angela Crane
Jill Davis
Louise Dorsey
Michael Fay
Todd Hardiman
Stephanie Hunsaker
Steven Jacobs
Leslie Overton
Michael Stehlik
The Office of International Corporate Finance (OICF) answers questions on Securities Act Regulation S and offshore offerings, Securities Act Rule 144A, American depositary receipts, Exchange Act Rule 12g3-2(b) exemptions, and foreign issuer matters generally. Questions may be submitted to OICF by telephone or by on-line form. Letters requesting a no-action position or interpretive advice also may be submitted to OICF. In addition, the staff of OICF assists the Division’s Disclosure Operations Groups in their review of foreign issuer filings, such as Forms 20-F and 40-F, and Forms F-1, F-3, and F-4. OICF also has responsibility for the Division’s rulemaking initiatives that primarily affect foreign issuers and U.S. issuers raising capital offshore.
Telephone: (202) 551-3450
Email: OICFInterps@sec.gov
Staff (as of November 13, 2008)
Paul Dudek, Chief
Mary Cascio
Michael Coco
Felicia Kung
Elliot Staffin
The Office of Small Business Policy (OSBP) answers questions on disclosure and other issues relating to smaller public companies, including those classified as "smaller reporting companies," and on limited, private, and intrastate offerings of securities. Examples of specific topics about which OSBP answers questions include:
Questions may be submitted to OSBP by telephone or by on-line form. Letters requesting a no-action position or interpretive advice also may be submitted to OSBP. In addition, OSBP acts as the Division's liaison to the state securities regulators on corporate finance issues and the Small Business Administration. OSBP assists in and reviews rulemaking initiatives, as well as other Commission actions, which may have small business implications.
OSBP also reaches out to smaller companies to facilitate capital formation. These efforts include coordinating the annual SEC Government-Business Forum on Small Business Capital Formation, which focuses on the current status of issues and programs related to small business capital formation.
Telephone: (202) 551-3460
Email: OSBPInterps@sec.gov
Staff (as of November 13, 2008)
Gerald Laporte, Chief
Anthony Barone
Corey Jennings
Johanna Vega Losert
Kevin O’Neill
The Office of Rulemaking answers questions about rulemaking involving the Division, including questions about proposed rules, recently adopted final rules and rulemaking petitions. The office is primarily responsible for drafting proposing and adopting releases to revise current rules or implement new rules. The office has a leading role in most rulemaking projects undertaken by the Division. Questions may be submitted to the Office of Rulemaking by phone or by online form.
Telephone: (202) 551-3430
Email: CFORInterps@sec.gov
Staff (as of March 5, 2009)
Felicia Kung, Chief
Eduardo Aleman
Pearl Crawley
N. Sean Harrison
Steven Hearne
Katherine Hsu
Blair Petrillo
The Office of Enforcement Liaison (OEL) coordinates matters between the Division of Corporation Finance and the Division of Enforcement. Such matters generally concern delinquent filers and revocation of registrations under Section 12(j) of the Exchange Act. In addition, OEL processes requests for waiver of “ineligible issuer” status, or so-called “WKSI waiver” requests, that may arise under Rule 405 of the Securities Act. "WKSI waiver" requests and related questions should be directed to Mary Kosterlitz. Delinqent filer questions should be directed to Michael Ferraro, Hilda Garrett, or Marva Simpson. Questions may be submitted to OEL by phone or online form.
Telephone: (202) 551-3420
Email: CFOELInterps@sec.gov
Staff (as of January 15, 2009)
Mary Kosterlitz, Chief
Michael Ferraro
Hilda Garrett
Donna Levy
Chauncey Martin
Jennifer Ours
Marva Simpson
http://www.sec.gov/divisions/corpfin/cflegalregpolicy.htm
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