The Securities and Exchange Commission (SEC) offered conditional regulatory relief in early March for certain publicly traded company filing obligations as a result of the challenges created by the spread of the coronavirus (COVID-19).
This week, the SEC superseded its original order and extended the relief to cover SEC filings due on or before July 1, 2020.
All other conditions from the original order largely remain the same, including the requirement to file a Current Report on Form 8-K (or Form 6-K in the case of foreign issuers) summarizing why relief is needed.
In the case of relief relating to proxy and information statements, companies should use good faith efforts to deliver proxy solicitations in areas where, as a result of COVID-19, the common carrier has suspended delivery service of the type or class customarily used by the company or other person making the solicitation.
Companies affected by COVID-19 that are in the process of proxy solicitations and deliveries should also consult Waller’s article on virtual meetings, which covers a subsequent step in the process, relating to the SEC’s and Glass Lewis’ guidance on conducting annual meetings themselves.
Also on March 25, 2020, the SEC issued orders relating to investment funds and investment advisers, as well as Division of Corporate Finance Disclosure Topic No. 9, which provides the SEC staff’s current views regarding disclosure and other securities law obligations that companies should consider with respect to COVID-19 and related business and market disruptions. The guidance encourages timely reporting while recognizing that it may be difficult to assess or predict with precision the broad effects of COVID-19 on industries or individual companies.