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COVID-19 Response: SEC Extends Conditional Exemptions From Reporting and Proxy Delivery Requirements for Public Companies, Funds, and Investment Advisers Affected by Coronavirus

Sacramento, Calif. (March 30, 2020) - On March 25, 2020, the Securities and Exchange Commission (SEC) issued Order (Release No. 34-88465 (the Order)) extending the filing periods and proxy delivery requirements covered by its previous Order issued on March 4, 2020 (the Original Order), due to the coronavirus, or COVID-19. This Order supersedes and extends the filing periods that were previously covered by the Original Order.

In order to take advantage of the extended time periods, registrants must file a “current report” on Form 8-K (or Form 6-K for Foreign Private Issuers) that includes a summary of registrant’s reasons why relief is needed for their particular circumstances for each periodic report that is delayed.

Subject to certain conditions outlined below, the Order provides publicly traded companies that are subject to the reporting requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (Exchange Act) with an additional 45 days to file certain disclosure reports that are due during the period from and including March 1, 2020 to July 1, 2020:

  • a. The registrant is unable to meet a filing deadline of a report due to circumstances relating to COVID-19;
  • b. The registrant relying on the Order must file a Form 8-K, or Form 6-K if eligible, with the SEC by the later of March 16, 2020, or the original filing deadline of the report that states:
    1. It is relying on the Order;
    2. A brief description of reasons why it could not meet the filing deadline;
    3. The estimated due date by which the affected report, schedule, or form is expected to be filed;
    4. A risk factor explaining the COVID-19 on the registrant’s business, if appropriate; and
    5. If due to the inability of any person other than the registrant to furnish any required opinion, report or certification, an Exhibit to the Form 8-K or Form 6-K of a statement signed by that person stating specific reasons as to the inability to furnish such required opinion, report or certification before the filing deadline.
  • c. The registrant files the report to be filed within 45 days from the original due date; and
  • d. A disclosure in the report to be filed that the registrant is relying on the Order and state reasons for the late filing

The SEC will continue to monitor the COVID-19 situation and may extend the time period for the relief if necessary, with any additional conditions that the SEC deems appropriate and/or issue any other relief.

The Order also grants relief by the SEC regarding the furnishing of proxy and information statements under the Exchange Act, should a registrant’s security holder be (1) located in an area with suspended mail delivery service due to COVID-19, and (2) that the registrant has made a good faith effort to furnish the soliciting materials and/or information materials to the security holder.

You can find the SEC’s Order superseding the Original Order here.

The SEC also issued orders that would provide certain investment funds and investment advisors with additional time with respect to holding in-person board meetings and meeting certain filing and delivery requirements which supersedes similar orders issued by the SEC on March 13, 2020. You can find these orders here and here.

Finally, the Division of Corporation Finance of the SEC issued Disclosure Guidance Topic No. 9 providing the Division’s current views regarding disclosure and other securities law obligations that public companies should consider with respect to COVID-19 and related business and market disruptions.

Lewis Brisbois has formed a COVID-19 Attorney Response Team to help your business with the myriad legal issues arising from the outbreak. Visit our COVID-19 Response Resource Center to find an attorney in your area.


Scott E. Bartel, Partner

Daniel B. Eng, Partner

John Yung, Partner

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