SEC Provides Conditional Filing Relief to Companies Affected by Coronavirus

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On March 4, the U.S. Securities and Exchange Commission (SEC) announced the issuance of an SEC Order1 providing conditional relief to public companies that are unable to timely comply with their filing obligations as a result of the novel coronavirus (COVID-19) outbreak.2 Most notably, the Order provides an additional 45 days to file Exchange Act reports (e.g., Forms 10-K, 20-F, 10-Q, 8-K, 6-K and proxy statements) due between March 1 and April 30, 2020, subject to specified conditions, including the filing of a Form 8-K or Form 6-K by the later of March 16 or the report’s original filing deadline. The Order also exempts companies preparing for their upcoming annual meetings from the requirement to furnish proxy statements and other soliciting materials to stockholders when mail delivery is impossible.

The relief is available to companies located in regions affected by COVID-19 but also to U.S. companies with significant operations in the “affected areas” (which is not defined). The SEC will continue to monitor developments and may extend the relief period beyond April 30 or provide additional types of relief if deemed appropriate.

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