Reed Smith Client Alerts

As the capital markets react to the uncertainty caused by the COVID-19 pandemic, public companies are facing a host of issues. This guide highlights some of the key issues and provides resources for public companies as they navigate uncertainties in these unprecedented times.

Authors: Jared Kelly Danielle Carbone Wendy A. Grasso Aron Izower Tadashi Okamoto Michael S. Lee Elizabeth R. Tabas Carson Gerard C. Martin Gerard S. DiFiore

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Relief from periodic reporting deadlines

On March 4, 2020, the Securities and Exchange Commission (the SEC) issued an order providing conditional regulatory relief for certain publicly traded company filing obligations under federal securities laws.

Subject to certain conditions, publicly traded companies may be granted an additional 45 days to file certain disclosure reports that would otherwise have been due between March 1 and April 30, 2020. Public companies looking to avail themselves of this relief must file a current report on Form 8-K (or Form 6-K, as applicable) by the later of March 16 or the original reporting deadline, summarizing why such relief is necessary under the circumstances.  If the reason the report cannot be filed on a timely basis relates to the inability of a third party to furnish any required opinion, report or certification, the Form 8-K (or Form 6-K, as applicable) must also include as an exhibit a statement signed by such person stating the specific reasons why such person is unable to furnish the required opinion, report or certification. The SEC also stated that it may extend the time period for the relief, with any additional conditions it deems appropriate, or provide additional relief as circumstances warrant.

Jay Clayton, chairman of the SEC, also reminded all companies to provide investors with insight regarding their assessment of, and plans for addressing, material risks to their business and operations resulting from the coronavirus to the fullest extent practicable to keep investors and markets informed of material developments.

Companies and their representatives are encouraged to contact SEC staff with questions or matters of particular concern.

The SEC’s press release and order can be found at sec.gov.