SEC Provides Conditional Relief for Selected Company Filings Affected by the Coronavirus

On March 4, 2020, the SEC announced it was providing conditional relief for publicly traded companies affected by the coronavirus in filing certain disclosure reports.  These reports (annual, semi-annual, and quarterly filings) which would otherwise have been due between March 1 and April 30, may have their due dates extended 45 days, subject to certain conditions.  The SEC has also determined that companies availing themselves of this relief will be continue to be considered current and timely for purposes of S-3 and S-8 eligibility.  The SEC will continue to monitor the ongoing situation and consider extension of the relief, or additional relief, as conditions warrant.

In order to avail themselves of this relief, companies must file a current report on Form 8-K or 6-K by the later of March 16 or the original regulatory reporting deadline.  The current report must convey a summary of why the relief is needed in their particular circumstances.  The SEC also provided information regarding disclosure considerations related to the coronavirus, including cautioning companies to avoid being selective in its disclosures.

The SEC’s Division of Investment Management also provided guidance that it would not recommend enforcement action if fund boards do not adhere to in-person voting requirements as a result of current and potential effects of the coronavirus in approving and renewing contracts, or selection of a fund’s independent public accountant.  This guidance supplements a no-action letter issued in February 2019 addressing certain in-person voting requirements in the event of unforeseen or emergency circumstances affecting some or all of the directors.

As noted above, the SEC continues to monitor the ongoing coronavirus situation and it, and its various Divisions, will consider additional relief if and as conditions warrant.  The SEC also encourages companies and funds to contact the SEC staff if they require additional or different assistance when trying to comply with the applicable laws and regulations.