From Joe.
SEC Extends Filing Deadlines for Public Companies and Registered Investment Advisers Affected by COVID-19
On March 25, 2020, the Securities and Exchange Commission (the “SEC”) issued new orders extending the filing periods covered by its previously enacted conditional reporting relief for certain public company filing obligations under the federal securities laws, and also extended regulatory relief previously provided to funds and investment advisers whose operations may be affected by COVID-19.
Relief for Public Companies
The March 25th order (the “Order”) provides that, subject to certain conditions, public companies subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, will have a 45-day extension to file certain disclosure reports (including annual reports and quarterly reports) that would otherwise have been due within the period from and including March 1, 2020 to July 1, 2020.
The conditions specified by the SEC include, but are not limited to, the company’s furnishing a Form 8-K (or a Form 6-K, if applicable) with the SEC by the original filing deadline of the report, stating, among other things, that it is relying on the Order and the reasons it could not file the report on a timely basis.
In connection with the relief issued in the Order, the staff of the SEC will take the following positions with respect to certain obligations under the Securities Act of 1933, as amended, and the Exchange Act:
• For purposes of eligibility to use Form S-3 (and for well-known seasoned issuer status), Form S-8 and Rule 144, a company relying on the Order will be considered current and timely in its filing requirements under the Exchange Act if it was current and timely as of the first day of the relief period and it files the required reports by the extended deadline.
• Companies that rely on the extension on filing annual reports or quarterly reports pursuant to the Order will be considered to have a due date 45 days after the filing deadline for the report. Those companies will be permitted to rely on Rule 12b-25 (which allows a 15-day extension for annual reports and a 5-day extension for quarterly reports) if they are unable to file the required reports on or before the extended deadline.
In addition, the Order provides relief for public companies seeking to comply with the requirements of Sections 14(a) and (c) of the Exchange Act and Regulation 14A, Regulation 14C and Rule 14f-1 promulgated thereunder to furnish proxy/information statements and other materials to shareholders when mail delivery is not possible due to COVID-19, if certain conditions are satisfied, including that the shareholder has a mailing address located in an area affected by COVID-19, in which the common carrier has suspended delivery service of the type or class customarily used.
SEC Extends Filing Deadlines for Public Companies and Registered Investment Advisers Affected by COVID-19
On March 25, 2020, the Securities and Exchange Commission (the “SEC”) issued new orders extending the filing periods covered by its previously enacted conditional reporting relief for certain public company filing obligations under the federal securities laws, and also extended regulatory relief previously provided to funds and investment advisers whose operations may be affected by COVID-19.
Relief for Public Companies
The March 25th order (the “Order”) provides that, subject to certain conditions, public companies subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, will have a 45-day extension to file certain disclosure reports (including annual reports and quarterly reports) that would otherwise have been due within the period from and including March 1, 2020 to July 1, 2020.
The conditions specified by the SEC include, but are not limited to, the company’s furnishing a Form 8-K (or a Form 6-K, if applicable) with the SEC by the original filing deadline of the report, stating, among other things, that it is relying on the Order and the reasons it could not file the report on a timely basis.
In connection with the relief issued in the Order, the staff of the SEC will take the following positions with respect to certain obligations under the Securities Act of 1933, as amended, and the Exchange Act:
• For purposes of eligibility to use Form S-3 (and for well-known seasoned issuer status), Form S-8 and Rule 144, a company relying on the Order will be considered current and timely in its filing requirements under the Exchange Act if it was current and timely as of the first day of the relief period and it files the required reports by the extended deadline.
• Companies that rely on the extension on filing annual reports or quarterly reports pursuant to the Order will be considered to have a due date 45 days after the filing deadline for the report. Those companies will be permitted to rely on Rule 12b-25 (which allows a 15-day extension for annual reports and a 5-day extension for quarterly reports) if they are unable to file the required reports on or before the extended deadline.
In addition, the Order provides relief for public companies seeking to comply with the requirements of Sections 14(a) and (c) of the Exchange Act and Regulation 14A, Regulation 14C and Rule 14f-1 promulgated thereunder to furnish proxy/information statements and other materials to shareholders when mail delivery is not possible due to COVID-19, if certain conditions are satisfied, including that the shareholder has a mailing address located in an area affected by COVID-19, in which the common carrier has suspended delivery service of the type or class customarily used.
