SEC Issues Additional Targeted Relief & Guidance

More About | Assurance | COVID-19

On March 25, 2020, the SEC issued a press release that extended its regulatory relief for certain public companies, investment funds and investment advisers whose operations may be affected by COVID-19. This Order, which supersedes the Commissions Original Orders of March 4, 2020 for public companies and March 13, 2020 for investment funds and advisers, grants extensions should entities not be able to meet original deadlines due to the effects COVID-19. The Division of Corporation Finance also issued related disclosure and other guidance.

Public Company Relief
  • The SEC Release No. 34-88465 provides public companies a 45-day extension to file certain disclosure reports (including Form 10-K and Form 10-Q) that would otherwise have been due between March 1 and July 1, 2020.
  • The relief is conditioned on a number of factors outlined in the Order, including that the company furnishes Form 8-K (or Form 6-K if applicable) for each filing that is delayed disclosing certain matters regarding the delay, such as:
    • the reasons why the Company cannot make the original filing deadline,
    • the estimated date the filing will be made,
    • any company specific risk factors explaining impact, if material, to the company, and
    • if the delay is due to an individual’s inability to furnish a required disclosure (e.g. certification), a signed statement by that person is required in the filing as well.
  • Public companies are also exempted from the requirements of the Exchange Act and the rules to furnish proxy statements, annual reports and other soliciting materials when making a good faith effort to furnish such materials but may be unable to due to COVID-19 issues such as suspended mail delivery service to an area.
Division of Corporation Finance Disclosure Guidance
  • The Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9 that provides the staff’s current views regarding disclosure and other securities law obligations that companies should consider with respect to COVID-19 and includes a number of questions for registrants to consider in evaluating the reporting effects of COVID-19 including additional disclosures that may be necessary in filings such as management’s discussion and analysis, the business section, risk factors, legal proceedings, disclosure controls and procedures, internal control over financial reporting, and the financial statements.
  • The guidance encourages registrants to assess the potential impairment impact to assets such as goodwill early.
  • The guidance reminds companies and other related persons of the rules to refrain from trading in the company’s securities prior to the dissemination of material non-public information,
Investment Funds & Investment Advisers

Order for Investment Company Act of 1940

  • This order extends the time period through August 15, 2020 or 45 days after original due date for the filing for sections and rules requiring in-person board meetings.
  • The order extends the time period for registered management investment companies and unit investment trusts through June 30, 2020 but no later than 45 days after original due date for Form N-CEN and Form N-PORT filings and annual and semi-annual report transmittal deadlines.
  • It extends registered closed-end investment companies and business development companies’ requirement to file Form N-23C-2 filings original order through August 15, 2020.

Order for Investment Advisers Act of 1940

  • This order extends the time period through June 30, 2020 or 45 days after original due date for filing or delivery for:
    • Filings such as the Form ADV for registered investment advisors,
    • Form PF filing requirements for private fund advisors, and
    • Requirements to deliver amended brochures, brochure supplements or summary of material changes to clients.
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