[Federal Register Volume 85, Number 61 (Monday, March 30, 2020)]
[Notices]
[Pages 17610-17611]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-06517]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-88465/March 25, 2020]
Order Under Section 36 of the Securities Exchange Act of 1934
Modifying Exemptions From the Reporting and Proxy Delivery Requirements
for Public Companies
On March 4, 2020, in response to the potential effects of
coronavirus disease 2019 (COVID-19), the Securities and Exchange
Commission (the ``Commission'') issued an order \1\ (the ``Original
Order'') pursuant to its authority under Section 36 of the Securities
Exchange Act of 1934 (the ``Exchange Act'') granting exemptions from
certain provisions of that Act and the rules thereunder related to the
reporting and proxy delivery requirements for certain public companies,
subject to certain conditions. The Commission has been monitoring the
effects of COVID-19 and is now modifying the exemptions in light of its
current understanding of the circumstances. The health and safety of
all participants in the securities markets is of paramount importance,
and the Commission recognizes that public companies and other market
participants continue to face challenges in meeting the reporting and
proxy delivery requirements of the federal securities laws in a timely
manner. For this reason and the reasons stated in the Original Order,
the Commission finds that modifying the exemptions to cover filings due
on or before July 1, 2020, pursuant to its authority under Section 36
the Exchange Act, is appropriate in the public interest and consistent
with the protection of investors. This Order supersedes the Original
Order.
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\1\ Release No. 34-88318 (March 4, 2020), available at https://www.sec.gov/rules/other/2020/34-88318.pdf.
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Any registrant or other person in need of additional assistance
related to deadlines, delivery obligations or their public filings,
should contact the Division of Corporation Finance at (202) 551-3500 or
at https://www.sec.gov/forms/corp_fin_interpretive.
I. Time Period for the Relief
The time period for the relief specified in Section II
with respect to those registrants or other persons impacted by COVID-19
is March 1, 2020 to July 1, 2020.
The Commission intends to monitor the current situation
and may, if necessary, extend the time period during which this relief
applies, with any additional conditions the Commission deems
appropriate and/or issue other relief.
II. Filing Requirements for Registrants and Other Persons
The Commission believes that the relief from filing requirements
provided by the exemption below is necessary and appropriate in the
public interest and consistent with the protection of investors. We
remind public companies and other persons who are the subjects of this
Order to continue to evaluate their obligations to make materially
accurate and complete disclosures in accordance with the federal
securities laws.
Accordingly, it is ordered, pursuant to Section 36 of the Exchange
Act, that a registrant (as defined in Exchange Act Rule 12b-2) subject
to the reporting requirements of Exchange Act Section 13(a) or 15(d),
and any person required to make any filings with respect to such a
registrant, is exempt from any requirement to file or furnish materials
and any amendment thereto with the Commission under Exchange Act
Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and
Regulations 13A, 13D-G (except for those provisions mandating the
filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and
15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where the
conditions below are satisfied.
Conditions
(a) The registrant or any person required to make any filings with
respect to such a registrant is unable to meet a filing deadline due to
circumstances related to COVID-19;
(b) Any registrant relying on this Order furnishes to the
Commission a Form 8-K or, if eligible, a Form 6-K \2\ by the later of
March 16 or the original filing deadline of the report \3\ stating: \4\
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\2\ The registrant must furnish a Form 8-K or Form 6-K for each
filing that is delayed.
\3\ Any registrant relying on this Order would not need to file
a Form 12b-25 so long as the report, schedule, or form is filed
within the time period prescribed by this Order.
\4\ The Commission believes such statements, as furnished, to
the extent they contain ``forward-looking statements,'' and
otherwise meet the conditions of Exchange Act Section 21E, would be
subject to the safe harbor contained therein. See the Private
Securities Litigation Reform Act of 1995, 15 U.S.C. 77z-1 (1998).
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(1) That it is relying on this Order;
[[Page 17611]]
(2) a brief description of the reasons why it could not file such
report, schedule or form on a timely basis;
(3) the estimated date by which the report, schedule, or form is
expected to be filed;
(4) a company specific risk factor or factors explaining the
impact, if material, of COVID-19 on its business; and
(5) if the reason the subject report cannot be filed timely relates
to the inability of any person, other than the registrant, to furnish
any required opinion, report or certification, the Form 8-K or Form 6-K
shall have attached 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 on or before the date such
report must be filed.
(c) The registrant or any person required to make any filings with
respect to such a registrant files with the Commission any report,
schedule, or form required to be filed no later than 45 days after the
original due date; and
(d) In any report, schedule or form filed by the applicable
deadline pursuant to paragraph (c) above, the registrant or any person
required to make any filings with respect to such a registrant must
disclose that it is relying on this Order and state the reasons why it
could not file such report, schedule or form on a timely basis.
III. Furnishing of Proxy and Information Statements
We also believe that relief is warranted for those seeking to
comply with the requirements of Exchange Act Sections 14(a) and (c) and
Regulations 14A and 14C and Exchange Act Rule 14f-1 thereunder to
furnish materials to security holders when mail delivery is not
possible, and that the following exemption is necessary and appropriate
in the public interest and consistent with the protection of investors.
Accordingly, it is ordered, pursuant to Section 36 of the Exchange
Act, that a registrant or any other person is exempt from the
requirements of the Exchange Act and the rules thereunder to furnish
proxy statements, annual reports, and other soliciting materials, as
applicable (the ``Soliciting Materials''), and the requirements of the
Exchange Act and the rules thereunder to furnish information statements
and annual reports, as applicable (the ``Information Materials''),
where the conditions below are satisfied.
Conditions
(a)(1) The registrant's security holder has a mailing address
located in an area where, as a result of COVID-19, the common carrier
has suspended delivery service of the type or class customarily used by
the registrant or other person making the solicitation; and
(b) The registrant or other person making a solicitation has made a
good faith effort to furnish the Soliciting Materials to the security
holder, as required by the rules applicable to the particular method of
delivering Soliciting Materials to the security holder, or, in the case
of Information Materials, the registrant has made a good faith effort
to furnish the Information Materials to the security holder in
accordance with the rules applicable to Information Materials.
By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-06517 Filed 3-27-20; 8:45 am]
BILLING CODE 8011-01-P