All articles in this COVID-19 Response Resource issue are effective as of April 3, 2020.
The federal Securities and Exchange Commission (SEC) continues to monitor and respond to the impacts of COVID-19 being felt throughout the equity markets. The SEC has determined to offer relief to public reporting companies by relaxing certain filing requirements imposed by the Securities Exchange Act of 1934 (Exchange Act). More specifically, the SEC has issued Release No. 34-88465 (Order) providing in certain circumstances filing extensions to companies subject to the reporting requirements contained in Sections 13(a) and 15(d) of the Exchange Act, i.e. companies that are listed on a public stock exchange, have assets exceeding $10MM and 300 or more shareholders, or that meet the other requirements for classification as a public company pursuant to Section 12(g) of the Exchange Act. These extensions allow such companies to delay without penalty for a period of up to 45 days filing required schedules, forms and/or other filings under the Exchange Act that would otherwise be required between March 1 and July 1, 2020, including Forms 10-K, 20-F, 10-Q, 8-K, 6-K and proxy statements.
This relief is not automatic. To qualify for the potential 45-day filing extension, a filer seeking an extension for filing any form or statement must file the appropriate request with the SEC on or before the filing deadline of such form or statement, which request must:
- state that the company is relying on the Order in requesting an extension
- offer a brief description of the reasons why the company is unable to meet the filing deadline due to circumstances related to COVID-19
- provide an estimated date by which such report, schedule, or form could be filed by the company
- state risk factors explaining the material impact of COVID-19 on the company’s business
- include, to the extent applicable, signed statements by individuals who are unable to furnish the requisite opinions, reports, or certifications necessary to prepare the required filings (i.e. accountants, legal counsel, etc…)
Companies should consider retaining competent securities counsel to review and assist in the drafting of a request for relief being offered by the SEC. The SEC will continue to monitor the situation created by COVID-19 and may continue to extend its relief timelines and/or provide additional relief to companies seeking to remain compliant. Parsons will be closely following such developments.
For more information on this or other related matters, contact Adam Ott at (801) 536-6910 or send an email to email@example.com or Shane Hanna at (801) 536-6947 or send an email to firstname.lastname@example.org.