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Zimmerman's Research Guide


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Securities and Exchange Commission

The SEC is responsible for regulating the securities industry. In this capacity, they produce a wide array of materials. This entry does its best to tell you how to get the following SEC materials (plus other hopefully relevant information). For information about the SEC itself, visit the SEC Web site, the Virtual Museum and Archive of Financial Regulation and/or call the SEC (202-942-8088 or 202-942-8090).


Accounting Releases: Accounting Series Releases (ASRs) and Accounting and Auditing Enforcement Releases (AAERs) are both published in the SEC Docket, and recent ones may be posted somewhere on the SEC Web site (www.sec.gov). They are also published in CCH Federal Securities Law Reporter transfer binders titled "Accounting Series Releases" and "Accounting and Auditing Enforcement Releases," except recent AAERs can be found in Volume 7 at paragraph 73,410. ASR and AERs are included in the electronic editions of the FSLR.

In addition, ASRs are compiled into a format known as the "Codification of Financial Reporting Policies" when published in the CCH Federal Securities Law Reporter (starting at paragraph 72,921). The Reporter is available in print, through Intelliconnect platform and through Lexis(CCHSEC;SECFED).

See also "Financial Reporting Releases," "Press Releases" and "Releases" below in this entry.


Briefs: The SEC posts selected SEC briefs. SEC briefs are searchable on LIVEDGAR. See also the separate entries for "Briefs" and "Docket Sheets."


Comfort Letters: See the separate entry for "Comfort Letters."


Comment Letters: For SEC Staff Comment Letters concerning filings, see "Staff Comment Letters," below. For comments on proposed rules and regulations sent to the SEC by interested parties, see Rules and Regulations," below.


Decisions, Opinions, etc.: The official reporter for SEC decisions is the U.S. SEC Decisions and Reports, but that's up to two years behind. The SEC posts recent "ALJ Initial Decisions & Orders," "Commission Opinions" and "Trading Suspensions" on its Litigation page. Otherwise, you can get these materials from (a) Lexis, (b) Westlaw (c) the CCH Federal Securities Law Reporter (see "Federal Securities Law Reporter").

See also the No-Action Letters and Releases sections of this entry, below.


Enforcement Manual: The Enforcement Manual (a/k/a "Red Book") provides guidance to SEC personnel investigating violations of U.S. Securities laws. The full text of the Manual is posted on the Enforcement Division page. The full text is reprinted at ¶88,300 of the CCH Federal Securities Law Reporter (see "Federal Securities Law Reporter").


Exemptive Orders: Exemptive Orders are a type of Release used to declare that a company is exempt from the requirements of a particular securities law, such as the Exchange Act or the Investment Companies Act. Recent Exemptive Orders are posted on the SEC Web site. They are searchable with other Releases on Lexis (FEDSEC;SECREL) and Westlaw (FSEC-RELS).

On West's www.findprint.com, you can pull or KeyCite Exemptive Orders relating to the Investment Company Act of 1940 using the citation format, "Rel. IC-xxxxx".

The APPLICATIONS that companies file for exemptive orders are available on LIVEDGAR. Substantial coverage starts September 9, 1999; before then, coverage is highly selective. However, you can always call Global Securities (800-669-1154) and ask them to load a particular old application onto the LIVEDGAR systems.


Filings: See the separate entry for SEC Filings.


Financial Reporting Releases: FRRs are published in the electronic editions of the CCH Federal Securities Law Reporter and at Paragraph 72,401 in the looseleaf. See also "Accounting Releases," above, and "Press Releases" and "Releases," below.


Financial Reporting Codification and Policies: See "Accounting Releases," above in this entry.


Forms: Current SEC forms are published in the Appeal Securities Act Handbook, Sommer's Primary Law Sourcebook and the Federal Securities Law Reporter (see "Federal Securities Law Reporter").

Electronic alternatives: You can download SEC forms from the SEC Web site. If you have a LIVEDGAR password, you can get great-looking SEC Forms from the GSI Web site.

The SEC Web site explains the purpose of the most common forms. For a discussion of SEC forms, see Arnie Jacob's Manual of Corporate Forms for Securities Practice. If that's more than you need, the SEC describes the purpose of most common forms at www.sec.gov/info/edgar/forms.htm.

To get OLD FORMS, look in back issues of Donnelley, Appeal or any other relevant old print volume available.


Industry Guides: The Securities and Exchange Commission Industry Guides published under the Securities Act of 1933 are published in the first volume of the CCH Federal Securities Law Reporter (paragraph 3762 et. Seq.) Industry Guides published under the Exchange Act of 1934 are published in a later volume (paragraph 23,056 et. Seq.). If that doesn't work, see the Table of Contents of Industry Guides at page 65,091.


Informal Staff Commentaries: There is no such thing as an "SEC Informal Staff Commentary." Romeo & Dye use this phrase to describe their personal telephone conversations with the SEC. The date is the date of the conversation and the sections noted are to Romeo & Dye's outline.


Investor Alerts: Are posted in the Investor Information section of the SEC Web site.


Memorandum of Understanding: See the separate entry for "Memorandum of Understanding."


No-Action Letters: You can get No-Action Letters from:

  1. The SEC, which posts no-action letters by the Division of Corporation Finance (from 2001), the Division of Investment Management (from 1996), the Division of Trading and Markets (from 1990) and the Office of the Chief Accountant (from 1990). You can call the SEC for older ones (202-551-8090);
  2. Westlaw back to 1970 (FSEC-NAL), which also give you the company's;
  3. Lexis back to 1971 (FEDSEC;NOACT);
  4. Knowledge Mosaic back to 1971 (same collection as Lexis);
  5. LIVEDGAR back to 1971. I believe the LIVEDGAR database is the only source that (1) posts No-Action Letters on the day they are released and (2) provides exhibits attached to the request letters. You also get the company's letter to the SEC;
  6. The CCH Federal Securities Law Reporter transfer binders and CD-ROM, which has selected letters back to 1941 (see "Federal Securities Law Reporter");
  7. The Federal Securities Law Reporter on Intelliconnect, which has a complete collection of letters back to back to 1978 (archive subscription) or 1993 (regular subscription; search the "Transfer Binder");
  8. Bloomberg Law back to December 1963 to Current;
  9. Intelligize back to about 1995;
  10. Morningstar Document Research back to about 1995.

For a discussion of important no-action letters, see Analysis of Key SEC No-Action Letters (Thomson/West) by Robert and Arthur Haft.

See also the "Decisions, Opinions, etc." section of this entry, above.


Press Releases: For SEC press releases, check the News and Public Statements section of the SEC Web site. For better searching try WestlawBusiness, Morningstar Document Research, or one of the other commercial SEC doc search databases listed in the SEC Filings entry. You may also want to check the press release databases on Bloomberg Law or the ProQuest Newsstand Professional database on ProQuest Dialog or other press releases databases (see separate entry for "Press Releases"). You can also try calling the SEC.


Releases: "Concept" and "Interpretive" releases in the Regulatory Actions section of the SEC Web site. Litigation releases are posted in the Litigation section.

You can get older releases in the SEC Docket; selected releases are available in Sommer's Securities Primary Law Sourcebook, in the CCH Federal Securities Law Reporter (see "Federal Securities Law Reporter"). Note: The print version of the FSLR has a table of Releases starting on page 68,001 of volume 7.

For a few dollars, you can pull releases off Westlaw using the format "Release No. __-_____" (Early releases didn't have the year prefix; Investment Company Act releases take the prefix "IC-____"). You can also get releases from the FSEC-RELs database on Westlaw, the FEDSEC;SECREL database on Lexis or the SEC Library on LIVEDGAR (though LIVEDGAR generally goes back only to 1994).

You can find cases citing a particular SEC Release using KeyCite on Westlaw.

See also "Accounting Releases," "Exemptive Orders," "Financial Reporting Releases" and/or "Press Releases," above in this entry.

New & Old Releases: Old releases are available on microfiche, as well as on Lexis and Westlaw. Very recent releases are available only from the SEC - check their Web site, then call Disclosure at 800-487-6162 or see separate entry for "Washington, D.C. Document Retrieval" for other services.


Rules and Regulations: SEC regulations are sometimes called "Regulations" and sometimes called "Rules," and sometimes both. They are published in many print sources, including:

  1. The Code of Federal Regulations (Title 17)
  2. Bowne's Appeal Securities Act Handbook
  3. The SEC Handbook by RR Donelley Financial
  4. The SEC Primary Law Source Book by Sommers
  5. The CCH Federal Securities Law Reporter, where they follow the statute they modify. Note: The print version of the FSLR has a Table of Contents by Regulation and CFR cite, starting at page 65,031 or volume 7.

SEC Rules and Regs are available free on the SEC's Rules & Regulations page. Subscribers can get them from the Federal Securities Law Reporter on Intelliconnect. Rules and regs are also available through LIVEDGAR, Lexis (FEDSEC;CFR) and Westlaw. Note: You can pull a Rule or Reg. from Lexis if you have the CFR cite using the format: "Cite(2**.xxx)" where the x's are the Rule number.

New Rules & Regulations: The SEC generally issues new Rules and Regulations in "Releases," which are posted on the SEC Web site. They soon show up on Lexis (FEDSEC;SECREL) and LIVEDGAR.

All sources of SEC Rules & Regs eventually integrate new Rule and Regs into the old ones, but The Center for Corporate Law, Bowne, Lexis and Westlaw update their regulations faster than most.

Comment Letters: Comment letters sent to the Securities and Exchange Commission concerning proposed regulations are available in the Proposed Rules section of the SEC web site (1994-present); they are searchable on LIVEDGAR (selected letters 1977-present) . You can request comments not available online using the SEC's Document Request Form.

Rules of Practice and Conduct before the SEC are published under their own tab in Volume 6 of the Federal Securities Law Reporter.


Schedules: See the separate entry for the "Securities Act of 1933."


Settlements: Settlement agreements concluded between the SEC and people the SEC had been investigating are posted in the Litigation section of the SEC Web site. They are sometimes called "consent decrees," although the term generally does not appear in the agreement; search for the phrase "neither admit nor deny" instead, which is in most (although not all) SEC consent decrees.


Staff Accounting Bulletins (SABs): SABs are published in the SEC Docket and the Federal Register. There is a chart in the Code of Federal Regulations (Title 17, Part 211) listing the Federal Register site for SABs back to number 39. Recent SABs are posted in the "Staff Interpretations" section of the SEC Web site.

In addition, CCH publishes SABs in a book called Accounting Series Releases and Staff Accounting Bulletins. Alternatively, there's a tab for SABs in volume 7 of the print version of the CCH Federal Securities Law Reporter. At the front of the tab is the top part of the SAB -- what it does and a cross-reference to the "Topic" it amends. The rest of the tab has the "Topics," so you have to copy the relevant section. This two-part business is tricky, so I tend not to use it).

SABs are also available on LIVEDGAR, Lexis (ACCTG;SAB; search "SAB-xx) and Westlaw (FSEC-RELS).


Staff Comment Letters: "Staff Comment Letters" (a/k/a "Staff Review Letters") are letters sent from the SEC to companies to question or comment on a filing. Companies may then respond with an "Issuer Response Letter" or amend the filing. Staff Comment Letters are searchable on Lexis (FEDSEC;COMLET), Westlaw (FSEC-SSR), LIVEDGAR (which will link you to any related Response Letters or amended filings), through Morningstar Document Research (formerly 10K Wizard), Intelligize (connects specific questions in Letters to specific answers), A HREF="http://www.bloomberglaw.com/" target="_blank">Bloomberg Law (starting 2003; also connects specific questions in Letters to specific answers), Knowledge Mosaic (starting 2004; resulsts list all letters in the conversation) and CCH's Intelliconnect platform. You can focus your search for these documents using the form type "CORRESP" and "UPLOAD". The Comment Checker component of Intelligize is designed to help locate and compare model clauses from SEC Comment Letters and company responses.


Staff Legal Bulletins (SLBs): Recent SLBs are posted in the Staff Interpretations section of the SEC Web site under "Current Rulemaking / Other Notices." They are published in the CCH Federal Securities Law Reporter. They are also searchable on Lexis back to the first one from February, 1997 (FEDSEC;NOACT) and LIVEDGAR.


Sworn Statements: Certain CEOs and CFOs are required to file statements asserting that their company's financial disclosures are accurate. These statements are posted on the SEC Web site. They are also available on LIVEDGAR.


Telephone Interpretations: "Telephone Interpretations" are the answers that SEC employees give over the telephone to people who call in with questions. The SEC has compiled selected TIs into a Manual of Publicly Available Telephone Interpretations. The Manual is posted free, along with older supplements, on the SEC's Manual of Publicly Available Telephone Interpretations page, with more recent updates available if you scroll down on the Compliance and Disclosure Interpretations (C&DI) page. The manual is also available on Lexis (FEDSEC;TELINT) and GSI Online and and, by subscription, through CCH's Intelliconnect platform.


See Also
Annual Reports
Company Information
Exchange Act of 1934
Federal Securities Law Reporter
Investment Advisers
Proxy Statements
Regulation M
Securities Act of 1933
Securities Laws
Washington, D.C. Document Retrieval
Comfort Letters
Memorandum of Understanding
Shareholders

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Copyright 2014 Andrew Zimmerman