Legal Alert

SEC Order Provides Relief for Reporting Companies Affected by COVID-19

March 11, 2020

The Securities and Exchange Commission is providing temporary regulatory relief due to the novel coronavirus outbreak.

The SEC issued an order on March 4 providing reporting companies and individuals whose business or operations are affected by COVID-19 with temporary relief from the filing requirements under the Securities Exchange Act of 1934, as amended. The relief period extends from March 1, 2020, to April 30, 2020, and includes relief from timely filing of annual reports, quarterly reports, proxy statements, and some ownership change reports due under Sections 13, 14, and 15(d) of the Exchange Act. The applicable deferred report must be filed within 45 days of its due date.

  • To take advantage of this relief, the registrant, or other person with a filing due, must file a request for relief, along with other documentation specified in the order.
  • Particularly for calendar year-end reporting companies, other than large, accelerated filers, the order provides relief from timely filing of the registrant’s annual report on Form 10-K for the year ended December 31, 2019 , and the proxy statement for a 2020 annual meeting of stockholders.
  • Filings by individual investors changing an ownership percentage in a company in situations where there is an intent to effect a change in control of the company cannot be delayed under this order.

The SEC said it may extend the April 30 expiration of this temporary relief if advisable. The members of Ballard Spahr’s Securities and Capital Markets Group advise private and public companies on compliance with reporting and disclosure obligations and the range of business issues raised by COVID-19.

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This alert is a periodic publication of Ballard Spahr LLP and is intended to notify recipients of new developments in the law. It should not be construed as legal advice or legal opinion on any specific facts or circumstances. The contents are intended for general informational purposes only, and you are urged to consult your own attorney concerning your situation and specific legal questions you have.

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