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SEC Extends Reporting Deadlines

The SEC extended (i) the filing periods included in previous conditional reporting relief from certain reporting obligations, and (ii) regulatory relief provided previously for funds and investment advisers whose operations are impacted by COVID-19.

To address possible compliance concerns, the SEC provided the following relief:

  • Public Company Relief A 45-day extension to file disclosure reports that would have been due between March 1 and July 1, 2020. Companies are required to provide a summary explaining why they require relief for each delayed report.

  • Investment Fund and Adviser Relief The SEC issued two orders (see here and here) that provide extensions until June 30, 2020, regarding in-person board meeting obligations, and specific filing and delivery requirements.

  • Public Company Disclosure Guidance The SEC provided guidance that encouraged on-time reporting, while also acknowledging that it may be challenging to meet requirements due to the broad-reaching effects of COVID-19.

Additionally, the SEC clarified their viewpoint on the following regulatory obligations required under the Securities Act and the Exchange Act:

  • Eligibility regarding Form S-3, Form F-3, and Form S-8. Companies will be considered current and timely in their Exchange Act filings if they (i) were current as such as of the first day of the relief period, and (ii) file any report due amidst the relief period that is within 45 days of its respective filing deadline; and

  • Filing Deadline Extension under Exchange Act Rule 12b-25. A company that has received an Exchange Act quarterly or annual report filing deadline extension should consider its due date to be extended by 45 days.

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