SEC FOIA request web page

Summary of exemptions

Rule 406  / Rule 24b-2 

• Criteria for confidentiality requests under SEC's FOIA rules
• For registration statements, periodic reports
  and other filed documents

Staff Legal Bulletin # 1 1997

• Guidance on Rule 406 / Rule 24b-2 requirements
• Includes Addendum 2001
• Includes summary at note 9 of other SEC rules on confidential treatment

Rule 120
Inspection of Registration Statements

Rule 171
Disclosure Detrimental to the National Defense
or Foreign Policy

Rule 24c-1
Access to Nonpublic Information

Rule 418  / Rule 12b-4  
SEC requests for supplemental information

Rule 83
Request for confidentiality in context of examinations, inspections, and investigations

SEC web page

SEC has begun releasing its comment letters

• SEC summary 12.01.05
• SEC press release 6.24.04
• SEC statement - From Current Projects 2001

Some issuers seek confidential treatment to limit public disclosure

• Commentary: Dechert 2003
• Article: Business Law Today 12/03
• Commentary: Fried Frank 2004

SEC Release 33-7760 1999 - "M&A release" - § II.C.2
"Limited Confidential Treatment of Merger Proxy Materials"

• Preliminary proxy materials for a business combination can be kept confidential if parties limit themselves to only the basic information permitted by Rule 135
• Alternatively, materials must be filed publicly if parties rely on more expansive provisions of Rules 425 / 165 / 166 / 14a-12

SASM&F client mailing 2001
Re: change in SEC policy on confidential filings by
foreign issuers