SEC Provides Post-Shutdown Filing Guidance for Issuers

The SEC’s Division of Corporation Finance ("Division") provided guidance to assist issuers with filings submitted during the government shutdown.

The Division provided the guidance in the form of a questions and answers document to address a backlog of over 900 registration statements and other filings submitted by issuers during the period.

The Division addressed the following:

• Processing of Filings: The Division staff will process and review all filings, including draft submissions, made before and during the shutdown in the order in which they were received. Filings that were already under review will continue to be reviewed.

• Registration Statements Without Delaying Amendments:

  • A registration statement filed without a delaying amendment (or where one was removed) will become effective automatically 20 days after filing, by operation of law, pursuant to Section 8(a) of the Securities Act.
  • The staff will not recommend enforcement action if a registration statement that becomes effective by operation of law had omitted pricing information as permitted by Rule 430A ("Prospectus in a registration statement at the time of effectiveness").
  • Issuers can request to accelerate the effective date to be sooner than the 20-day period, but only if they first amend the registration statement to include a delaying amendment.

• Post-Effective Amendments: The staff will declare post-effective amendments filed during the shutdown effective automatically. An issuer must proactively contact its assigned industry office to request a delay.

• Proxy and Information Statements: Issuers may file definitive proxy or information statements once the period under SEA Rules 14a-6 ("Filing requirements") or 14c-5 ("Filing requirements") has elapsed, though any review that began before the shutdown will continue.

• Form 10 Filings: A Form 10 filed to register a class of securities under Section 12(g) ("Registration requirements for securities") of the Exchange Act, will become automatically effective 60 days after filing.

• Acceleration Requests: Issuers whose registration statements were designated for "no review" prior to the shutdown can now submit acceleration requests.