SEC reporting rules release NO. 34-88465 under Section 36 for DUMMIES:
The SEC’s Division of Corporation Finance (CorpFin) updated staff’s interpretive guidance to better explain recent regulatory relief provided to public companies amid the COVID-19 pandemic.
The staff document is called Compliance & Disclosure Interpretations: [Securities] Exchange Act [of 1934] Rules.
CorpFin updated Compliance & Disclosure Interpretations (C&DIs) on March 31, 2020, and it explains the temporary relief provided in Release No. 34-88465, Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies.
That release, issued on March 25, superseded a previous order—March 4—in Release No. 34-88318, Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder. (See SEC Extends Previous Reporting Relief Amid COVID-19 Challenges, in the March 26, 2020, edition of Accounting & Compliance Alert.
In Release No. 34-88465, the SEC said it is extending the filing periods once again for certain public company reports required to be filed under the federal securities laws. This comes as authorities have limited people’s gatherings and travel to combat the spread of the novel coronavirus. And companies have also been having difficulty figuring out the information that should be put in their regulatory filings about the impact of the health and economic crises without running afoul of regulators.
The new time period for the relief is for reports due from March 1 to July 1, and companies get 45 extra days.
In the updated C&DIs, one question says that a company expects that it will not be able to file a certain report on a timely basis without incurring an unreasonable effort or expense, and the company does not know whether it will be able to file the report within the applicable period. Thus, the company asked whether it should instead furnish a report on Form 8-K or 6-K as applicable relying on Release No. 34-88465.
“Yes. As a condition to its use, the COVID-19 Order requires, among other things, that the registrant furnish certain specified statements by the later of March 16, 2020 or the original due date of the required report. If the registrant only files a Form 12b-25 by the original due date of the required report, it will have not met the condition of the COVID-19 Order to provide the statements called for by the original filing deadline on a furnished Form 8-K or Form 6-K,” the staff guidance responds. “Unless this condition is met, the 45-day relief period provided in COVID-19 Order will not be available.”
Companies use Form 8-K to let investors know about specific events that may be important to them, for example, to let shareholders know of bankruptcy or sudden halt to productions. Foreign companies that register with the SEC use Form 6-K for financial reports.
CorpFin staff added that companies that cannot use the temporary relief provided in the order should contact staff to discuss “collateral consequences of late filings.”
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