Conditional coronavirus relief provided by SEC

By Ken Tysiac

Public companies that encounter challenges meeting SEC filing deadlines because of the coronavirus may qualify for regulatory relief under certain conditions, according to an order issued Wednesday by the SEC.

The SEC provided public companies, under certain conditions, an additional 45 days to file certain disclosure reports that otherwise would have been due between March 1 and April 30 of this year.

One of the conditions for relief is that companies convey through a current report a summary of why they need relief. The SEC said it may extend the time period for relief, with any additional circumstances it deems appropriate, or provide additional relief as circumstances warrant.

“The health and safety of all participants in our markets is of paramount importance,” SEC Chairman Jay Clayton said in a news release. “While timely public filing of Exchange Act reports is a cornerstone of well-functioning markets, we recognize that this situation may prevent certain issuers from compiling these reports within required time frames.”

Clayton also reminded companies to provide investors information regarding material risks the coronavirus poses to their business and operations, as well as their plans for addressing these risks. He urged companies to work with their audit committees and auditors to ensure that their financial reporting, auditing, and review processes are robust.

“Companies providing forward-looking information in an effort to keep investors informed about material developments, including known trends or uncertainties regarding coronavirus, can take steps to avail themselves of the safe harbor in Section 21E of the Exchange Act for forward-looking statements,” Clayton said.

The SEC’s Division of Investment Management, meanwhile, said it would not recommend enforcement action if fund boards do not meet in-person voting requirements as a result of travel restrictions or difficulties related to the coronavirus. The recommendation applies to board meetings scheduled through June 15.

Ken Tysiac (Kenneth.Tysiac@aicpa-cima.com) is the JofA’s editorial director.

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