SEC Extends Conditional Relief for Exchange Act Filings to July 1, 2020

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Foley Hoag LLP - IPO, Then What?

The SEC has extended the conditional relief it granted earlier this month to allow reporting companies and others to delay certain filings required by the Securities Exchange Act of 1934. The relief originally covered filings due between March 1, 2020 and April 30, 2020; the relief now extends to cover such filings due on or before July 1, 2020. See our original post here for more information about the scope of the relief.

The SEC’s new order helpfully clarifies that the relief extends not only to the covered filings but also to any required amendments to those filings. The new order also clarifies that a separate Form 8-K or Form 6-K is required for each filing that is delayed.

Although the period covered by the relief has been extended, the relief still grants only a 45-day extension of the filing deadline for any particular filing. The 45-day extension can be further extended in the usual manner under Rule 12b-25, to the extent applicable.

Notwithstanding the relief, we expect that the SEC will continue to apply its customarily rigorous expectations for the quality of disclosures, particularly as they relate to the impact of COVID-19 on reporting companies. We encourage reporting companies to consider taking advantage of the relief rather than rushing to complete a filing without adhering to applicable disclosure controls and procedures, which should be reviewed and adapted to address any changes necessitated by the COVID-19 pandemic.

The new order states that the SEC may further extend the period of relief, impose additional conditions and provide other relief, all as conditions may warrant.

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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