COVID-19: SEC will not extend public company filing relief
In a statement regarding the status of various COVID-19 relief measures, the U.S. Securities and Exchange Commission (the “SEC”) said it would not be extending its public company reporting relief, which provides companies with a 45-day extension to file certain disclosure reports that would otherwise have been due on or before July 1, 2020.
The statement also provided status updates on the SEC staff’s other COVID-19 relief, including:
- Shareholder meetings – Both the Divisions of Corporation Finance and Investment Management have issued statements regarding registrants’ ability to change the dates and locations of their shareholder meetings, switch from an in-person meeting to a virtual or hybrid meeting, and furnish proxy soliciting materials by “notice-only” e-proxy delivery. The guidance did not have a specified end date and will continue in effect, although the SEC staff expects it will be less significant now that the bulk of annual shareholder meetings have already taken place.
- Regulation S-T signature requirements – The SEC staff’s relief from Rule 302(b) of Regulation S-T, which requires the creation and retention of manual signatures in electronically filed documents, will remain in effect. The SEC staff will provide public notice that the relief is ending two weeks before its termination date.
- Proxy material delivery – The SEC’s relief from the requirement to furnish proxy soliciting materials to security holders when mail delivery is not possible because of suspended delivery service did not have a specified expiration date. The relief will remain available, although the SEC staff does not expect many registrants to need it.
- Form 144 and other paper filings – The relief allowing email delivery rather than paper copy delivery of Form 144 and certain other paper documents (such as annual reports and other reports furnished by foreign private issuers on Form 6-K) will remain in effect. The Division of Corporation Finance will provide public notice that the relief is ending two weeks before its termination date.
- Form ID notarization – The EDGAR Business Office will continue to accept electronic and remote online notarizations in connection with EDGAR access requests.
- Crowdfunding – The relief from certain Regulation Crowdfunding requirements applies to securities offerings initiated between May 4 and August 31, 2020, and the Division of Corporation Finance will determine before August 31 whether to recommend extension of the relief.
- Regulation A and Regulation Crowdfunding reports – The SEC did not extend the filing relief for certain reports and forms due under Regulation Crowdfunding and Regulation A for issuers with reports due for periods ended on or before May 31, 2020.
The statement also provides status updates on the COVID-19 relief provided by the SEC’s Division of Investment Management (covering investment funds and investment advisers) and Division of Trading and Markets (covering broker-dealers, stock exchanges and other self-regulatory organizations, and transfer agents).