Legal Alert

SEC Releases Two Additional C&DIs Related to Its COVID-19 Order Extending Certain Conditional Exemptions from Reporting and Proxy Delivery Requirements

April 7, 2020

On April 6, 2020, the Securities and Exchange Commission (Commission) updated its Exchange Act Forms Compliance and Disclosure Interpretations (C&DIs) by answering two questions related to the Commission’s March 25, 2020, Order (Order) extending conditional exemptions from reporting and proxy delivery requirements for public companies, funds, and investment advisers affected by Coronavirus Disease 2019 (COVID-19).

In the additional C&DIs, the Commission confirmed that a registrant that sought to incorporate by reference the information required under Part III of Form 10-K and now is unable to file such information by the 120-day deadline may avail itself of the relief provided by the Order so long as the 120-day deadline falls within the relief period specified in the Order and the registrant meets the conditions of the Order. The Commission also provided guidance for certain multijurisdictional disclosure system filers. The C&DIs, Questions 104.18 and 112.02, can be found here.

This update follows the two Exchange Act Rules C&DIs the SEC answered regarding the Order on March 31, 2020, which can be found here.

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