SEC Announces Filing Extensions Amid COVID-19 Concerns
Last updated March 31, 2020
March 31, 2020 update -- The SEC recently announced additional extensions for companies or registrants to file disclosure materials. The SEC previously released an Order on March 4, 2020 providing companies affected by COVID-19 an additional forty-five (45) days to file disclosure materials due between March 1 and April 30, 2020.
Now, per an SEC Order dated March 25, 2020 (the “Order”), affected companies or registrants whose disclosure materials are due on or before July 1, 2020 will be granted an additional forty-five (45) days to do so.
Per the Order, companies and registrants subject to the reporting requirements of Exchange Act Sections 13(a) or 15(d) are exempt from the requirements to file or furnish materials or amendments under Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d), Regulations 13A, 13D-G (except for mandatory filings or amendments of Schedule 13D), 14A, 14C and 15D, or Rules 13f-1 and 14f-1.
To be eligible, companies and registrants must submit a Form-8K (or, if eligible, Form 6-K) no later than the original filing deadline, stating:
1. It is relying on the Order;
2. Why it was unable to file such report, schedule or form on a timely basis;
3. An estimate of when the report, schedule or form can be filed;
4. A risk factor explaining the impact of COVID-19 on its business; and
5. If the report cannot be timely filed due to the inability of any person, other than the registrant, to furnish a required opinion, report or certification, a signed statement of such person stating the specific reasons why they are unable to furnish the required opinion, report or certification on or before the date the report must be filed.
The SEC has also provided relief for companies or registrants seeking to provide its security holders with materials when delivery by mail is impossible. Under the Order, companies or registrants are exempt from the rules requiring the furnishing of proxy statements, annual reports and other soliciting materials (the “Soliciting Materials”) and the rules requiring the furnishing of information statements and annual reports (the “Information Materials”), when the below conditions are satisfied:
1. The security holder’s mailing address is located in an area where, as a result of COVID-19, delivery services of the type or class customarily used by the company or registrant making the solicitation have suspended service; and
2. The company or registrant making the solicitation has made a good faith effort to furnish the Soliciting Materials and Information Materials, as required by the rules applicable to each, respectively.
The SEC continues to monitor the effects of COVID-19 and modify certain exemptions in light of the circumstances. To see whether your company is entitled to relief, please contact your CSG attorney.
Originally published March 16, 2020 -- In response to COVID-19 and its potential impact on markets and investors, the Securities and Exchange Commission (the “Commission”) announced new measures to provide relief to publicly traded companies affected by the virus. Per an Order issued on March 4, 2020 (the “Order”) affected companies will have an additional forty-five (45) days to file disclosure materials that were otherwise due between March 1 and April 30, 2020.
To qualify, affected companies must submit a Form 8-K (or, if eligible, a Form 6-K) by the later of March 16, 2020 or the original filing deadline, stating:
1. That it is relying on the Order;
2. Why it was unable to file such report, schedule or form on a timely basis;
3. An estimate of when the report, schedule or form can be filed;
4. A risk factor explaining the impact of COVID-19 on its business; and
5. If the report cannot be timely filed due to the inability of any person, other than the registrant, to furnish a required opinion, report or certification, a signed statement of such person stating the specific reasons why they are unable to furnish the required opinion, report or certification on or before the date the report must be filed.
Companies that receive an extension for 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 (late filings) if they are unable to file the required reports on or before the extended due date.
COVID-19 and its effect on the market remains a fluid situation and the Commission may extend the time period during which relief applies. To view the Order, please click here.
For more information or further updates, please contact your CSG attorney.
For additional information pertaining to the coronavirus outbreak, please visit CSG's COVID-19 Resource Center.
This publication contains general information on recent legal developments and is not intended to provide legal advice for a specific situation or to create an attorney-client relationship. Attorney Advertising. Prior results do not guarantee a similar outcome.
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