3-30-20 SEC Extends Conditional Relief Exemptions From Reporting and Proxy Delivery Requirements for Public Companies Affected By COVID-19
The Securities and Exchange Commission ("SEC") has extended the delayed filing periods for public reporting companies whose operations may be affected by COVID-19. Public reporting companies may avail themselves to a 45-day filing extension for certain reports due on or before July 1, 2020. This action supersedes the SEC’s original order of March 4, 2020. You can find the SEC Order here: https://www.sec.gov/rules/exorders/2020/34-88465.pdf.
The reports to which the order applies, include, among others, the Form 10-K, Form 10-Q, Form 8-K, Form 20-F, Schedule 13G and filings under Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Companies who are seeking to qualify for this relief must, among other things, disclose in a current report by the initial filing deadline why the relief is necessary.
The order also extends relief related to the delivery of proxy statements and other proxy soliciting materials in connection with shareholder meetings until further notice. Under this relief an issuer is not required to deliver the proxy soliciting materials where: (1) the shareholder has a mailing address in an area where, as a result of COVID-19, delivery service is suspended of the type or class customarily used by the company making the solicitation; and (2) the company makes a good faith effort to furnish the soliciting materials to the shareholder.
The SEC and its staff also continue to remind public reporting companies about their reporting obligations to make materially accurate and complete disclosures in light of the COVID-19 crisis. The SEC’s Division of Corporation Finance has published Disclosure Guidance Topic No. 9, with its views on disclosure and other securities law obligations to consider in light of the COVID-19 crisis and related business and market issues. You can find the SEC Staff guidance here: https://www.sec.gov/corpfin/coronavirus-covid-19.
