SEC Operations in the Event of a Government Shutdown


On April 7, 2011, the U.S. Securities and Exchange Commission (SEC) provided guidance on its website regarding the agency’s operations in the event that the U.S. federal government shuts down at 12:01 a.m. on Saturday, April 9, 2011. The following discussion relates to the impact of the shutdown on issuers filing registration statements and reports that are processed by the SEC’s Division of Corporation Finance.

The SEC has indicated that, in the event that the federal government shuts down, the EDGAR filing system will be fully functional and accepting filings. The SEC’s “lockbox” for receiving filing fee payments will remain functional as well. Given that there will be extremely limited staff working at the SEC, it is unlikely that assistance will be available with regard to EDGAR filing or fee issues. While the EDGAR filing acceptance system is fully automated, when problems arise with filings — due to the insufficiency of fees or due to some other technical filing problem — staff intervention is sometimes necessary. Issuers are therefore advised to make sure that the fees due with respect to a filing are computed properly and fully paid (and perhaps paid in excess), in order to ensure that the automated fee polling does not detect any exceptions. Issuers are also advised to conduct test filings to ensure that any other technical filing issues are resolved prior to making a live filing.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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