SEC Staff Issues Compliance and Disclosure Interpretations on COVID-19 Filing Relief
On March 31, 2020, the SEC issued two Compliance and Disclosure Interpretations (“C&DIs” 135.12 and 135.13) to clarify the circumstances in which a registrant may take advantage of the filing relief provided in the COVID-19 exemptive orders issued earlier in March.[1] The exemptive order issued on March 25th provides companies with an extension of the due date of 45 days to file certain SEC disclosure reports that would have been due between March 1 and July 1, 2020.
The C&DIs remind registrants that a condition of taking advantage of the 45-day filing relief period is that they must file a Form 8-K by the later of March 16, 2020 or the original due date of the required report. Accordingly, if a registrant only files a Form 12b-25 by the original due date of the required report, the registrant is not eligible to take advantage of the 45-day relief period under the exemptive order. Conversely, registrants that timely file the specified Form 8-K by the due date of the required report are still eligible to rely on the Rule 12b-25 grace period[2] if they are unable to file by the extended due date. Registrants that are unable to rely on the COVID-19 exemptive order are encouraged to contact the staff to discuss the consequences of any late filings.
[1] For a summary of the COVID-19 exemptive order issued on March 25th, refer to details related to the accounting, reporting, and other considerations due to COVID-19.
[2] Exchange Act Rule 12b-25 provides an additional fifteen calendar days for an annual report and five calendar days for a quarterly report.
Material discussed in this communication is meant to provide general information and should not be acted on without obtaining professional advice tailored to you or your company’s individual and specific needs. Any tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used by any person or entity, for the purpose of (i) avoiding penalties that may be imposed on any taxpayer or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This information is for general guidance only and is not a substitute for professional advice.
The information contained herein should not be construed as personalized investment advice. Investment in securities involves the risk of loss, and past performance is no guarantee of future results. There is no guarantee that the views and opinions expressed in this document will come to pass. Historical performance results for investment indexes and/or categories generally do not reflect the deduction of transaction and/or custodial charges or the deduction of an investment-management fee, the incurrence of which would have the effect of decreasing historical performance results. There can be no assurances that your portfolio will match or outperform any particular benchmark.
Information presented was obtained from sources deemed qualified and reliable; however, MFA makes no representations as to accuracy, completeness, suitability, or validity of any information within this communication and will not be liable for any errors, omissions, or delays in this information or any losses, injuries, or damages arising from its display or use. Any forward-looking statements are believed to be reasonable; however, MFA gives no assurance that such expectations will prove to be correct.
Related posts
Leveraging COVID-19 Relief Opportunities: Ready for Scrutiny?
There are critical considerations to ensure government assistance is viable and worthwhile for your organization,…
Read More
Accounting for Paycheck Protection Program (PPP) Loans and Forgiveness
Currently, there is no formal guidance that states how businesses should account for PPP loan…
Read More