Late yesterday, the Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) and Division of Investment Management posted a statement in advance of the government shutdown. Here’s an excerpt:
“Starting October 1, 2025, a limited number of staff members in the Division of Corporation Finance and Division of Investment Management will be available to answer questions relating to fee calculations and emergency filing relief. If you require assistance in these matters, submit your request and contact information to CFEmergency@sec.gov?or?IMEmergency@sec.gov, as appropriate. Staff in the Division of Corporation Finance and Division of Investment Management will not be available to respond to other questions. In all situations, responsibility for complete and accurate disclosure remains with the company and others involved in the preparation of a company’s filings.”
The looming shutdown prompted some companies that are working through public offerings to consider requesting acceleration of the effective date of their pending registration statements before the staff went on furlough at 5:30 pm ET.
The Cooley team is continuing to work with companies at various stages of their offerings to navigate this and other shutdown-related issues. As we predicted in our September 29 blog, Corp Fin rolled forward the FAQs that it had posted earlier this year. The September 30 FAQs are identical to those issued in March, other than removing a list of factors to consider when removing the delaying amendment from a registration statement.
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