[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