(a) The statutes administered by the Commission provide generally (1) for the filing with it of certain statements, such as registration statements, periodic and ownership reports, and proxy solicitation material, and for the filing of certain plans of reorganization, applications and declarations seeking Commission approvals; (2) for Commission determination through formal procedures of matters initiated by private parties or by the Commission; (3) for the investigation and examination of persons and records where necessary to carry out the purposes of the statutes and for enforcement of statutory provisions; and (4) for the adoption of rules and regulations where necessary to effectuate the purposes of the statutes.
(b) In addition to the Commission's rules of practice set forth in part 201 of this chapter, the Commission has promulgated rules and regulations pursuant to the several statutes it administers (parts 230, 240, 260, 270 and 275 of this chapter). These parts contain substantive provisions and include as well numerous provisions detailing the procedure for meeting specific standards embodied in the statutes. The Commission's rules and regulations under each of the statutes are available in pamphlet form upon request to the Superintendent of Documents, U.S. Government Printing Office, Washington, DC 20402.
(c) The statutes and the published rules, regulations and forms thereunder prescribe the course and method of formal procedures to be followed in Commission proceedings. These are supplemented where feasible by certain informal procedures designed to aid the public and facilitate the execution of the Commission's functions. There follows a brief description of procedures generally followed by the Commission which have not been formalized in rules.
(d) The informal procedures of the Commission are largely concerned with the rendering of advice and assistance by the Commission's staff to members of the public dealing with the Commission. While opinions expressed by members of the staff do not constitute an official expression of the Commission's views, they represent the views of persons who are continuously working with the provisions of the statute involved. And any statement by the director, associate director, assistant director, chief accountant, chief counsel, or chief financial analyst of a division can be relied upon as representing the views of that division. In certain instances an informal statement of the views of the Commission may be obtained. The staff, upon request or on its own motion, will generally present questions to the Commission which involve matters of substantial importance and where the issues are novel or highly complex, although the granting of a request for an informal statement by the Commission is entirely within its discretion.
[25 FR 6736, July 15, 1960, as amended at 76 FR 71875, Nov. 21, 2011]
Notes of Decisions
Amelia Roosevelt v. E.I. Du Pont De Nemours & Co., 958 F.2d 416 (D.C. Cir. 1992).
“” 17 C.F.R. § 202.1 (d). We have stated that when the Commission in fact engages in administrative review of a staff decision, we can review the legal principles or framework on which the Commission’s action rests.”
Pargas, Inc. v. Empire Gas Corp., 423 F. Supp. 199 (D. Maryland 1976).
· cites it 2× “They are not reviewed by, nor do they reflect the opinions of the Commission, as more fully set forth in 17 CFR 202.1(d). 2 The letters referred to in this proceeding, moreover, are not interpretative positions of our staff.”
Med. Comm. for Human Rights v. Sec. & Exch. Comm'n, 432 F.2d 659 (D.C. Cir. 1970).
“1 (1970) provides: The statutes administered by the Commission provide generally (1) for the filing with it of certain statements, such as * * * proxy solicitation material * * * ; (2) for Commission determination through formal procedures of matters initiated by private parties…”
Bruce C. Kixmiller v. Sec. & Exch. Comm'n, 492 F.2d 641 (D.C. Cir. 1974).
“The staff, upon request, or on its motion will generally present questions to the Commission which involve matters of substantial importance and where the issues are novel or highly complex, although the granting of a request for an informal statement by the Commission is…”
Apache Corp. v. New York City Employees' Ret. Sys., 621 F. Supp. 2d 444 (S.D. Tex. 2008).
“”) If the division staff agrees that the proposal is excludable, it may issue a no-action letter, stating that, based on the facts presented by the corporation, the staff will not recommend that the SEC sue the corporation for violating Rule 14a-8. See Procedures Utilized by the…”
Koss v. Sec. & Exch. Comm'n of the United States, 364 F. Supp. 1321 (S.D.N.Y. 1973).
· cites it 3× “As the revocation of the comment letters by the Division of Corporate Finance indicates, the staff’s comments did not represent the opinion *1326 of the SEC itself and thus, stopping far short of an actual threat of SEC enforcement, constituted only the informal staff advice…”
Atl. Tele-Network v. Prosser, 151 F. Supp. 2d 633 (D.V.I. 2000).
“See 17 C.F.R. § 202.1 (d). Applying even a high level of deference, however, the Court declines to invoke the purpose requirement of the Skadden and ABA letters in this case.”
— 17 C.F.R. § 202.1(d) — 3 cases
Pargas, Inc. v. Empire Gas Corp., 423 F. Supp. 199 (D. Maryland 1976).
“They are not reviewed by, nor do they reflect the opinions of the Commission, as more fully set forth in 17 CFR 202.1(d). 2 The letters referred to in this proceeding, moreover, are not interpretative positions of our staff.”
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