Following the SEC’s announcement on March 4, 2020 that it was providing conditional relief to public companies affected by COVID-19 for their filing obligations under the federal securities laws, many companies have availed themselves of this relief.
In addition, several companies have already identified risks related to COVID-19 that are material to their businesses and investors, often noting that the full impact of the global pandemic remains uncertain. For additional guidance on ongoing reporting requirements in the face of COVID-19, see SEC Enforcement and COVID-19 Disclosure and Insider Trading Risks for Issuers.
We encourage all companies to continue to evaluate business conditions, review existing disclosures and consider whether any risks or developments related to COVID-19 are material to their investors. As the SEC noted in its announcement, companies should refrain from engaging in securities transactions until these material risks and developments have been adequately and appropriately disclosed.
The SEC’s relief order provides an additional 45 days for affected companies to file certain reports, schedules and other filings that would otherwise have been due between March 1 and April 30, 2020. Notably, the relief does not extend to filings on Schedule 13D (or amendments thereto) or to filings on Form 3, 4 or 5. The relief provided by the order is subject to the following conditions:
The SEC has further clarified that it will take the following positions with respect to certain obligations under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended:
We will continue to provide updates on the SEC’s response to this ongoing public health crisis and keep you informed regarding evolving best practices.