82 FR 44917 - Commission Guidance on Pay Ratio Disclosure

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 186 (September 27, 2017)

Page Range		44917-44918
FR Document		2017-20632
The Securities and Exchange Commission is publishing interpretive guidance to assist registrants in preparation of their pay ratio disclosures required by Item 402(u) of Regulation S-K.
Federal Register, Volume 82 Issue 186 (Wednesday, September 27, 2017)
[Federal Register Volume 82, Number 186 (Wednesday, September 27, 2017)]
[Rules and Regulations]
[Pages 44917-44918]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-20632]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229 and 249

[Release No. 33-10415; 34-81673; File No. S7-07-13]


Commission Guidance on Pay Ratio Disclosure

AGENCY: Securities and Exchange Commission.

ACTION: Interpretation.

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SUMMARY: The Securities and Exchange Commission is publishing 
interpretive guidance to assist registrants in preparation of their pay 
ratio disclosures required by Item 402(u) of Regulation S-K.

DATES: Effective Date: September 27, 2017.

FOR FURTHER INFORMATION CONTACT: John Fieldsend, Special Counsel, or 
Steven G. Hearne, Senior Special Counsel, at (202) 551-3430, in the 
Division of Corporation Finance; 100 F Street NE., Washington, DC 
20549.

SUPPLEMENTARY INFORMATION: 

I. Introduction

    In 2015, the Commission adopted a rule \1\ to implement the pay 
ratio disclosure requirement \2\ mandated by Section 953(b) of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act.\3\ In doing 
so, the Commission stated its belief that, in order for the data points 
provided by the rule to be of use to investors, the pay ratio rule 
``should be designed to allow shareholders to better understand and 
assess a particular registrant's compensation practices and pay ratio 
disclosures rather than to facilitate a comparison of this information 
from one registrant to another.'' \4\ Consistent with this view, the 
Commission stated that it sought to provide flexibility in a manner 
that would ``reduce costs and burdens for registrants while preserving 
what we perceive to be the purpose and intended benefits'' of the 
statutorily mandated disclosure.\5\ Under the final rule, registrants 
must provide pay ratio disclosure for the first fiscal year beginning 
on or after January 1, 2017, which means that registrants will begin 
making pay ratio disclosures in early 2018.
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    \1\ Pay Ratio Disclosure, Release No. 33-9877 (Aug. 5, 2015) [80 
FR 50103 (Aug. 18, 2015)] (``Pay Ratio Release'').
    \2\ 15 U.S.C. 78n(i).
    \3\ Public Law 111-203, sec. 953(b), 124 Stat. 1376, 1904 
(2010), as amended by Public Law 112-106, sec. 102(a)(3), 126 Stat. 
306, 309 (2012).
    \4\ Pay Ratio Release, supra note 1, at 50106.
    \5\ Id. at 50107.
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    In light of the approaching compliance date and concerns raised 
about the implementation of the disclosure requirement,\6\ this release 
provides additional guidance to assist registrants in their compliance 
efforts. In addition, the Commission staff is publishing guidance about 
the use of statistical sampling to assist registrants in determining 
their median employee for purposes of the pay ratio disclosure.\7\
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    \6\ See, e.g., letters from Business Roundtable (Mar. 23, 2017) 
(``BRT''), Davis Polk & Wardwell LLP (Mar. 23, 2017) (``Davis 
Polk''), Financial Services Roundtable (Mar. 23, 2017) (``FSR''), 
The Insurance Coalition (Mar. 23, 2017) (``Insurance Coalition''), 
National Association of Manufacturers (Mar. 23, 2017) (``NAM''), and 
Society for Corporate Governance (Mar. 24, 2017) (``SCG'') available 
at https://www.sec.gov/comments/pay-ratio-statement/payratiostatement.htm.
    \7\ See Division of Corporation Finance Guidance on Calculation 
of Pay Ratio Disclosure, September 21, 2017, available at https://www.sec.gov/rules/interp/2017/33-10415.pdf.
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II. Commission Guidance

A. Use of Reasonable Estimates, Assumptions, and Methodologies and 
Statistical Sampling

    The pay ratio rule affords significant flexibility to registrants 
in determining appropriate methodologies to identify the median 
employee and calculating the median employee's annual total 
compensation.\8\ Required disclosure may be based on a registrant's 
reasonable belief; use of reasonable estimates, assumptions, and 
methodologies; and reasonable efforts to prepare the disclosures.\9\ 
Specifically, the rule permits registrants to use reasonable estimates 
to identify the median employee, including by using statistical 
sampling and a consistently applied compensation measure (such as 
payroll or tax records).\10\ The rule also allows registrants to use 
reasonable estimates in calculating the annual total compensation or 
any elements of annual total compensation for employees.\11\ The rule 
further provides that if a registrant changes its methodology or its 
material assumptions, adjustments, or estimates, and the effects are 
significant, the registrant must briefly describe the change and the 
reasons for the change.\12\
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    \8\ See Pay Ratio Release, supra note 1, at 50135--50138.
    \9\ See, e.g., Instruction 2 and Instruction 4 to Item 402(u) of 
Regulation S-K (17 CFR 229.402(u)).
    \10\ See Instruction 4 to Item 402(u) of Regulation S-K.
    \11\ Id.
    \12\ Id.
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    In light of the use of estimates, assumptions, adjustments, and 
statistical sampling permitted by the rule, pay ratio disclosures may 
involve a degree of imprecision. This has led some commenters to 
express concerns about compliance uncertainty and potential 
liability.\13\ In our view, if a registrant uses reasonable estimates, 
assumptions or methodologies, the pay ratio and related disclosure that 
results from such use would not provide the basis for Commission 
enforcement action unless the disclosure was made or reaffirmed without 
a reasonable basis or was provided other than in good faith.
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    \13\ See, e.g., letters from BRT, Davis Polk, and NAM.
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B. Use of Internal Records

    Item 402(u) requires a registrant to disclose the median of the 
annual total compensation of all its employees excluding its principal 
executive officer.\14\ We are providing guidance as to the use of 
existing internal records, such as tax or payroll records, to make this 
determination.
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    \14\ 17 CFR 229.402(u)(1).
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1. Non-U.S. Employees
    The final rule defines the term ``employee'' to include U.S. 
employees and employees located in a jurisdiction outside the United 
States (``non-U.S.

[[Page 44918]]

employees''). In the Pay Ratio Release, we acknowledged that the 
inclusion of non-U.S. employees would raise compliance costs for 
multinational companies.\15\ To address concerns about compliance 
costs, the rule permits registrants to exempt non-U.S. employees where 
these employees account for 5% or less of the registrant's total U.S. 
and non-U.S. employees, with certain limitations.\16\ We are clarifying 
that a registrant may use appropriate existing internal records, such 
as tax or payroll records, in determining whether the 5% de minimis 
exemption is available.\17\
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    \15\ See Pay Ratio Release, supra note 1, at 50122--50133.
    \16\ 17 CFR 229.402(u)(4)(ii). See also Pay Ratio Release, supra 
note 1, at 50124-50125 (noting that registrants using the de minimis 
exemption are required to provide certain disclosures).
    \17\ See, e.g., Instruction 1 to Item 402(u) of Regulation S-K 
(17 CFR 229.402(u)) and Pay Ratio Release, supra note 1, at 50119--
50120 (indicating that determination of the median employee may be 
made on any date within the last three months of the registrant's 
last completed fiscal year).
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2. Median Employee
    We also believe that the use of existing internal records may, in 
many circumstances, be appropriate in identifying a registrant's median 
employee. Instruction 4 to Item 402(u) permits a registrant to identify 
its median employee using a consistently applied compensation measure, 
such as information derived from the registrant's tax or payroll 
records. We are clarifying that a registrant may use internal records 
that reasonably reflect annual compensation to identify the median 
employee, even if those records do not include every element of 
compensation, such as equity awards widely distributed to employees.
    We recognize that, when calculating total compensation in 
accordance with Item 402(c)(2)(x) for the identified median employee 
that the registrant identified using a consistently applied 
compensation measure based on internal records, the registrant may 
determine that there are anomalous characteristics of the identified 
median employee's compensation that have a significant higher or lower 
impact on the pay ratio. The Commission discussed this issue in the 
adopting release specifically and noted that, in such a circumstance, 
instead of concluding that the consistently applied compensation 
measure the registrant used was unsuitable to identify its median 
employee, the registrant may substitute another employee with 
substantially similar compensation to the original identified median 
employee based on the compensation measure it used to select the median 
employee.\18\
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    \18\ See Pay Ratio Release, supra note 1, at 50137-50138 
(providing that the registrant must disclose the substitution as 
part of its brief description of the methodology it used to identify 
the median employee).
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C. Independent Contractors

    For purposes of Item 402(u), the term ``employee'' or ``employee of 
the registrant'' is defined as ``an individual employed by the 
registrant or any of its consolidated subsidiaries.'' \19\ Item 
402(u)(3) excludes from the definition those workers who are employed, 
and whose compensation is determined, by an unaffiliated third party 
but who provide services to the registrant or its consolidated 
subsidiaries as independent contractors or ``leased'' workers.\20\ In 
the Pay Ratio Release, the Commission indicated that excluding these 
workers is appropriate, because registrants generally do not control 
the level of compensation that these workers are paid.\21\
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    \19\ 17 CFR 229.402(u)(3).
    \20\ Id.
    \21\ See Pay Ratio Release, supra note 1, at Section 50165-
50166.
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    Some commenters have expressed concerns about the application of 
the rule's definition of ``employee.'' \22\ Because registrants already 
make determinations as to whether a worker is an employee or 
independent contractor in other legal and regulatory contexts, such as 
for employment law or tax purposes, some commenters suggested that the 
Commission should allow registrants to use widely recognized tests to 
determine who is an ``employee'' for purposes of the rule.\23\ Such a 
test might, for example, be drawn from guidance published by the 
Internal Revenue Service with respect to independent contractors.\24\
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    \22\ See, e.g., letters from Davis Polk, FSR, SCG, and Insurance 
Coalition.
    \23\ See, e.g., letters from Davis Polk and Insurance Coalition.
    \24\ See, e.g., Publication 15-A Employer's Supplemental Tax 
Guide (2017).
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    Item 402(u)(3) makes clear that an ``employee'' is an individual 
employed by the registrant.\25\ The provision in Item 402(u)(3) 
indicating that the definition of ``employee'' does not include workers 
who are employed, and whose compensation is determined, by an 
unaffiliated third party describes one category of workers that is 
expressly excluded from the definition of ``employee'' under the rule. 
The provision was not intended to serve as an exclusive basis for 
determining whether a worker is an employee of the registrant. 
Accordingly, we believe it would be consistent with Item 402(u) for a 
registrant to apply a widely recognized test under another area of law 
that the registrant otherwise uses to determine whether its workers are 
employees.\26\
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    \25\ 17 CFR 229.402(u)(3).
    \26\ Because we believe most widely recognized tests likely will 
consider how compensation is determined as a factor in identifying a 
registrant's employees, we believe these tests generally would 
provide a reasonable means of complying with Item 402(u). See, e.g., 
note 24. The description of the methodology required by Instruction 
4 of Item 402(u) requires a registrant to include an explanation of 
any material assumptions and adjustments used.

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    By the Commission.

    Dated: September 21, 2017.
Brent J. Fields,
Secretary.
[FR Doc. 2017-20632 Filed 9-26-17; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 82, No. 186 / Wednesday, September 27, 2017 / Rules and Regulations 44917

advance by a Notice to Airmen. The effective I. Introduction appropriate methodologies to identify
date and time will thereafter be continuously the median employee and calculating
published in the Chart Supplement. In 2015, the Commission adopted a
rule 1 to implement the pay ratio the median employee’s annual total
Paragraph 6005 Class E Airspace Areas disclosure requirement 2 mandated by compensation.8 Required disclosure
Extending Upward From 700 Feet or More Section 953(b) of the Dodd-Frank Wall may be based on a registrant’s
Above the Surface of the Earth. reasonable belief; use of reasonable
Street Reform and Consumer Protection
* * * * * Act.3 In doing so, the Commission estimates, assumptions, and
ASW TX E5 Midland, TX [Amended] stated its belief that, in order for the methodologies; and reasonable efforts to
data points provided by the rule to be prepare the disclosures.9 Specifically,
Midland International Air and Space Port the rule permits registrants to use
Airport, TX of use to investors, the pay ratio rule
(Lat. 31°56′33″ N., long. 102°12′07″ W.) ‘‘should be designed to allow reasonable estimates to identify the
shareholders to better understand and median employee, including by using
That airspace extending upward from 700
feet above the surface within a 7.1-mile assess a particular registrant’s statistical sampling and a consistently
radius of Midland International Air and compensation practices and pay ratio applied compensation measure (such as
Space Port Airport. disclosures rather than to facilitate a payroll or tax records).10 The rule also
comparison of this information from one allows registrants to use reasonable
ASW TX E5 Midland, TX [New]
registrant to another.’’ 4 Consistent with estimates in calculating the annual total
Midland Airpark, TX compensation or any elements of annual
this view, the Commission stated that it
(Lat. 32°02′12″ N., long. 102°06′05″ W.) total compensation for employees.11
sought to provide flexibility in a manner
That airspace extending upward from 700 The rule further provides that if a
that would ‘‘reduce costs and burdens
feet above the surface within a 6.6-mile registrant changes its methodology or its
radius of Midland Airpark. for registrants while preserving what we
perceive to be the purpose and intended material assumptions, adjustments, or
* * * * * benefits’’ of the statutorily mandated estimates, and the effects are significant,
ASW TX E5 Odessa, TX [New] disclosure.5 Under the final rule, the registrant must briefly describe the
Odessa Airport-Schlemeyer Field, TX registrants must provide pay ratio change and the reasons for the change.12
(Lat. 31°55′17″ N., long. 102°23′14″ W.) disclosure for the first fiscal year In light of the use of estimates,
That airspace extending upward from 700 beginning on or after January 1, 2017, assumptions, adjustments, and
feet above the surface within a 6.6-mile which means that registrants will begin statistical sampling permitted by the
radius of Odessa Airport-Schlemeyer Field making pay ratio disclosures in early rule, pay ratio disclosures may involve
Airport. 2018. a degree of imprecision. This has led
Issued in Fort Worth, Texas, on September In light of the approaching some commenters to express concerns
19, 2017. compliance date and concerns raised about compliance uncertainty and
Walter Tweedy, about the implementation of the potential liability.13 In our view, if a
Acting Manager, Operations Support Group, disclosure requirement,6 this release registrant uses reasonable estimates,
ATO Central Service Center. provides additional guidance to assist assumptions or methodologies, the pay
[FR Doc. 2017–20592 Filed 9–26–17; 8:45 am]
registrants in their compliance efforts. ratio and related disclosure that results
In addition, the Commission staff is from such use would not provide the
BILLING CODE 4910–13–P
publishing guidance about the use of basis for Commission enforcement
statistical sampling to assist registrants action unless the disclosure was made
in determining their median employee or reaffirmed without a reasonable basis
SECURITIES AND EXCHANGE for purposes of the pay ratio disclosure.7 or was provided other than in good
COMMISSION
II. Commission Guidance faith.
17 CFR Parts 229 and 249 B. Use of Internal Records
A. Use of Reasonable Estimates,
[Release No. 33–10415; 34–81673; File No. Assumptions, and Methodologies and Item 402(u) requires a registrant to
S7–07–13] Statistical Sampling disclose the median of the annual total
The pay ratio rule affords significant compensation of all its employees
Commission Guidance on Pay Ratio excluding its principal executive
Disclosure flexibility to registrants in determining
officer.14 We are providing guidance as
AGENCY: Securities and Exchange 1 Pay Ratio Disclosure, Release No. 33–9877 (Aug. to the use of existing internal records,
Commission. 5, 2015) [80 FR 50103 (Aug. 18, 2015)] (‘‘Pay Ratio such as tax or payroll records, to make
Release’’). this determination.
ACTION: Interpretation. 2 15 U.S.C. 78n(i).

SUMMARY: The Securities and Exchange 3 Public Law 111–203, sec. 953(b), 124 Stat. 1376, 1. Non-U.S. Employees
1904 (2010), as amended by Public Law 112–106,
Commission is publishing interpretive sec. 102(a)(3), 126 Stat. 306, 309 (2012). The final rule defines the term
guidance to assist registrants in 4 Pay Ratio Release, supra note 1, at 50106. ‘‘employee’’ to include U.S. employees
preparation of their pay ratio 5 Id. at 50107. and employees located in a jurisdiction
disclosures required by Item 402(u) of 6 See, e.g., letters from Business Roundtable (Mar. outside the United States (‘‘non-U.S.
Regulation S–K. 23, 2017) (‘‘BRT’’), Davis Polk & Wardwell LLP
(Mar. 23, 2017) (‘‘Davis Polk’’), Financial Services 8 See Pay Ratio Release, supra note 1, at 50135—
DATES: Effective Date: September 27, Roundtable (Mar. 23, 2017) (‘‘FSR’’), The Insurance 50138.
asabaliauskas on DSKBBXCHB2PROD with RULES

2017. Coalition (Mar. 23, 2017) (‘‘Insurance Coalition’’), 9 See, e.g., Instruction 2 and Instruction 4 to Item
National Association of Manufacturers (Mar. 23,
FOR FURTHER INFORMATION CONTACT: John 402(u) of Regulation S–K (17 CFR 229.402(u)).
2017) (‘‘NAM’’), and Society for Corporate
Fieldsend, Special Counsel, or Steven G. Governance (Mar. 24, 2017) (‘‘SCG’’) available at
10 See Instruction 4 to Item 402(u) of Regulation

Hearne, Senior Special Counsel, at (202) https://www.sec.gov/comments/pay-ratio- S–K.
11 Id.
551–3430, in the Division of statement/payratiostatement.htm.
7 See Division of Corporation Finance Guidance 12 Id.
Corporation Finance; 100 F Street NE., 13 See, e.g., letters from BRT, Davis Polk, and
on Calculation of Pay Ratio Disclosure, September
Washington, DC 20549. 21, 2017, available at https://www.sec.gov/rules/ NAM.
SUPPLEMENTARY INFORMATION: interp/2017/33-10415.pdf. 14 17 CFR 229.402(u)(1).

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44918 Federal Register / Vol. 82, No. 186 / Wednesday, September 27, 2017 / Rules and Regulations

employees’’). In the Pay Ratio Release, based on the compensation measure it would be consistent with Item 402(u)
we acknowledged that the inclusion of used to select the median employee.18 for a registrant to apply a widely
non-U.S. employees would raise recognized test under another area of
C. Independent Contractors
compliance costs for multinational law that the registrant otherwise uses to
companies.15 To address concerns about For purposes of Item 402(u), the term determine whether its workers are
compliance costs, the rule permits ‘‘employee’’ or ‘‘employee of the employees.26
registrants to exempt non-U.S. registrant’’ is defined as ‘‘an individual
By the Commission.
employees where these employees employed by the registrant or any of its
consolidated subsidiaries.’’ 19 Item Dated: September 21, 2017.
account for 5% or less of the registrant’s
402(u)(3) excludes from the definition Brent J. Fields,
total U.S. and non-U.S. employees, with
certain limitations.16 We are clarifying those workers who are employed, and Secretary.
that a registrant may use appropriate whose compensation is determined, by [FR Doc. 2017–20632 Filed 9–26–17; 8:45 am]
existing internal records, such as tax or an unaffiliated third party but who BILLING CODE 8011–01–P
payroll records, in determining whether provide services to the registrant or its
the 5% de minimis exemption is consolidated subsidiaries as
available.17 independent contractors or ‘‘leased’’
workers.20 In the Pay Ratio Release, the DEPARTMENT OF ENERGY
2. Median Employee Commission indicated that excluding
these workers is appropriate, because Federal Energy Regulatory
We also believe that the use of
registrants generally do not control the Commission
existing internal records may, in many
circumstances, be appropriate in level of compensation that these
workers are paid.21 18 CFR Part 40
identifying a registrant’s median
employee. Instruction 4 to Item 402(u) Some commenters have expressed
permits a registrant to identify its concerns about the application of the [Docket No. RM16–20–000; Order No. 837]
median employee using a consistently rule’s definition of ‘‘employee.’’ 22
Because registrants already make Remedial Action Schemes Reliability
applied compensation measure, such as
determinations as to whether a worker Standard
information derived from the
registrant’s tax or payroll records. We is an employee or independent
AGENCY: Federal Energy Regulatory
are clarifying that a registrant may use contractor in other legal and regulatory
Commission, DOE.
internal records that reasonably reflect contexts, such as for employment law or
tax purposes, some commenters ACTION: Final rule.
annual compensation to identify the
median employee, even if those records suggested that the Commission should
SUMMARY: The Federal Energy
do not include every element of allow registrants to use widely
Regulatory Commission approves
compensation, such as equity awards recognized tests to determine who is an
Reliability Standard PRC–012–2
widely distributed to employees. ‘‘employee’’ for purposes of the rule.23
(Remedial Action Schemes) submitted
Such a test might, for example, be
We recognize that, when calculating by the North American Electric
drawn from guidance published by the
total compensation in accordance with Reliability Corporation. The purpose of
Internal Revenue Service with respect to
Item 402(c)(2)(x) for the identified Reliability Standard PRC–012–2 is to
independent contractors.24
median employee that the registrant ensure that remedial action schemes do
Item 402(u)(3) makes clear that an
identified using a consistently applied not introduce unintentional or
‘‘employee’’ is an individual employed
compensation measure based on unacceptable reliability risks to the bulk
by the registrant.25 The provision in
internal records, the registrant may electric system.
Item 402(u)(3) indicating that the
determine that there are anomalous DATES: This rule will become effective
definition of ‘‘employee’’ does not
characteristics of the identified median November 27, 2017.
include workers who are employed, and
employee’s compensation that have a
whose compensation is determined, by FOR FURTHER INFORMATION CONTACT:
significant higher or lower impact on
an unaffiliated third party describes one Syed Ahmad (Technical Information),
the pay ratio. The Commission
category of workers that is expressly Office of Electric Reliability, Division
discussed this issue in the adopting
excluded from the definition of of Reliability Standards and Security,
release specifically and noted that, in
‘‘employee’’ under the rule. The 888 First Street NE., Washington, DC
such a circumstance, instead of
provision was not intended to serve as 20426, Telephone: (202) 502–8718,
concluding that the consistently applied
an exclusive basis for determining Syed.Ahmad@ferc.gov.
compensation measure the registrant
whether a worker is an employee of the Alan Rukin (Legal Information), Office
used was unsuitable to identify its
registrant. Accordingly, we believe it of the General Counsel, Federal
median employee, the registrant may
substitute another employee with Energy Regulatory Commission, 888
18 See Pay Ratio Release, supra note 1, at 50137–
substantially similar compensation to First Street NE., Washington, DC
50138 (providing that the registrant must disclose
the original identified median employee the substitution as part of its brief description of the
20426, Telephone: (202) 502–8502,
methodology it used to identify the median Alan.Rukin@ferc.gov.
15 See Pay Ratio Release, supra note 1, at 50122—
employee). SUPPLEMENTARY INFORMATION:
19 17 CFR 229.402(u)(3).
50133. 20 Id.
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16 17 CFR 229.402(u)(4)(ii). See also Pay Ratio 26 Because we believe most widely recognized
21 See Pay Ratio Release, supra note 1, at Section
Release, supra note 1, at 50124–50125 (noting that tests likely will consider how compensation is
registrants using the de minimis exemption are 50165–50166.
22 See, e.g., letters from Davis Polk, FSR, SCG, and
determined as a factor in identifying a registrant’s
required to provide certain disclosures). employees, we believe these tests generally would
17 See, e.g., Instruction 1 to Item 402(u) of Insurance Coalition. provide a reasonable means of complying with Item
23 See, e.g., letters from Davis Polk and Insurance
Regulation S–K (17 CFR 229.402(u)) and Pay Ratio 402(u). See, e.g., note 24. The description of the
Release, supra note 1, at 50119—50120 (indicating Coalition. methodology required by Instruction 4 of Item
24 See, e.g., Publication 15–A Employer’s
that determination of the median employee may be 402(u) requires a registrant to include an
made on any date within the last three months of Supplemental Tax Guide (2017). explanation of any material assumptions and
the registrant’s last completed fiscal year). 25 17 CFR 229.402(u)(3). adjustments used.

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Document Created: 2018-10-24 14:47:02
Document Modified: 2018-10-24 14:47:02
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Rules and Regulations
Action		Interpretation.
Dates		Effective Date: September 27, 2017.
Contact		John Fieldsend, Special Counsel, or Steven G. Hearne, Senior Special Counsel, at (202) 551-3430, in the Division of Corporation Finance; 100 F Street NE., Washington, DC 20549.
FR Citation		82 FR 44917
CFR Citation		17 CFR 229 17 CFR 249