(a) Any person submitting any information in a document required
to be filed under the Act may make written objection to its public disclosure
by following the procedure in paragraph (b) of this section, which shall be
the exclusive means of requesting confidential treatment of information
included in any document (hereinafter referred to as the material
filed) required to be filed under the Act, except that if the material filed is a registration statement on Form S-8
(§ 239.16b of this chapter) or on
Form S-3, F-2, F-3 (§ 239.13, § 239.32 or § 239.33 of this chapter) relating
to a dividend or interest reinvestment plan, or on Form S-4
(§ 239.25 of this chapter) complying
with General Instruction G of that Form or if the material filed is a registration statement that does not
contain a delaying amendment pursuant to Rule 473 (§ 230.473 of this chapter), the person shall comply with the procedure in paragraph (b)
prior to the filing of a registration statement.
(b) The person shall omit from the material filed the portion thereof which it desires to
keep undisclosed (hereinafter called the confidential
portion). In lieu thereof, the person shall indicate at the appropriate place in the
material filed that the confidential portion
has been so omitted and filed separately with the Commission. The person shall file with the material filed:
(1) One copy of the confidential portion, marked “Confidential Treatment,” of
the material filed with the Commission. The copy shall contain an appropriate
identification of the item or other requirement involved and,
notwithstanding that the confidential portion does not constitute the whole
of the answer or required disclosure, the entire answer or required
disclosure, except that in the case where the confidential portion is part
of a financial statement or schedule, only the particular financial
statement or schedule need be included. The copy of the confidential portion
shall be in the same form as the remainder of the material filed;
(2) An application making objection to the disclosure of the confidential
portion. Such application shall be on a sheet or sheets separate from the
confidential portion, and shall contain:
(i) An identification of the portion;
(ii) A statement of the grounds of the objection referring to and analyzing
the applicable exemption(s) from disclosure under § 200.80 of this chapter, the Commission's rule adopted under the Freedom of Information
Act (5 U.S.C. 552), and a justification of the period of time for which confidential
treatment is sought;
(iii) A detailed explanation of why, based on the facts and circumstances of
the particular case, disclosure of the information is unnecessary for the
protection of investors;
(iv) A written consent to the furnishing of the confidential portion to other
government agencies, offices, or bodies and to the Congress; and
(v) The name, address and telephone number of the person to whom all notices and orders issued under this
rule at any time should be directed.
(3) The copy of the confidential portion and the application filed in
accordance with this paragraph (b) shall be enclosed in a separate envelope
marked “Confidential Treatment” and addressed to The Secretary, Securities and Exchange Commission, Washington, DC
(c) Pending a determination as to the objection, the material for which confidential treatment has been
applied will not be made available to the public.
(d) If it is determined by the Division, acting pursuant to delegated
authority, that the application should be granted, an order to that effect
will be entered, and a notation to that effect will be made at the
appropriate place in the material filed. Such a determination will not preclude
reconsideration whenever appropriate, such as upon receipt of any subsequent
request under the Freedom of Information
Act and, if appropriate, revocation of the confidential status
of all or a portion of the information in question.
(e) If the Commission denies the application, or the Division,
acting pursuant to delegated authority, denies the application and
Commission review is not sought pursuant to
§ 201.431 of this chapter, confirmed
telegraphic notice of the order of denial will be sent to the person named in the application pursuant to paragraph
(b)(2)(v) of this section. In such case, if the material filed may be withdrawn pursuant to
an applicable statute, rule, or regulation, the registrant shall have the right to withdraw the
material filed in accordance with the terms
of the applicable statute, rule, or regulation, but without the necessity of
stating any grounds for the withdrawal or of obtaining the further assent of
the Commission. In the event of such withdrawal,
the confidential portion will be returned to the registrant. If the material filed may not be so withdrawn, the
confidential portion will be made available for public inspection in the
same manner as if confidential treatment had been revoked under paragraph
(h) of this section.
(f) If a right of withdrawal pursuant to paragraph (e) of this section is not
exercised, the confidential portion will be made available for public
inspection as part of the material filed, and the registrant shall amend the material filed to include all information
required to be set forth in regard to such confidential portion.
(g) In any case where a prior grant of confidential treatment has been
revoked, the person named in the application pursuant to paragraph
(b)(2)(v) of this section will be so informed by registered or certified mail. Pursuant to §
201.431 of this chapter, persons making objection
to disclosure may petition the Commission for review of a determination by the Division
revoking confidential treatment.
(h) Upon revocation of confidential treatment, the confidential portion shall
be made available to the public at the time and according to the
conditions specified in paragraphs (h)
(1) Upon the lapse of five days after the dispatch of notice by registered or
certified mail of a determination disallowing
an objection, if prior to the lapse of such five days the person shall not have communicated to the Secretary of
the Commission his intention to seek review by
the Commission under §
201.431 of this chapter of the determination made
by the Division; or
(2) If such a petition for review shall have been filed under § 201.431 of this chapter, upon final
disposition adverse to the petitioner.
(i) If the confidential portion is made available to the public, one copy
thereof shall be attached to each copy of the material filed with the Commission.
[49 FR 13336, Apr. 4, 1984, as amended at 50 FR 19000, May 6, 1985; 58 FR
14669, 14670, Mar. 18, 1993; 60 FR 32824,
June 23, 1995; 60 FR 47692, Sept. 14, 1995; 61 FR 30402, June 14, 1996]
Title 17 published on 2014-04-01.
The following are only the Rules published in the Federal Register after the published date of Title 17.
For a complete list of all Rules, Proposed Rules, and Notices view the Rulemaking tab.
This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.