Defining Issues | January 2019

Update to SEC Rule 3-13 waiver requests during the government shutdown

The SEC’s Division of Corporation Finance issued a Q&A on emergency Rule 3-13 waiver requests. This publication offers insights into seeking emergency relief during a US federal government shutdown. 


Division of Corporation Finance Actions During Government Shutdown

  • Public companies, including domestic and foreign private issuers

Relevant dates

  • Effective during US federal government shutdowns

Key impacts

UPDATED ON JANUARY 28, 2019. With the re-opening of the US federal government, the Division of Corporation Finance (Corp Fin) has resumed normal operations. The guidance in this Defining Issues was relevant during the most recent government shutdown. Therefore, beginning on January 28, 2019, companies should follow the process to submit requests for Rule 3-13 waiver and other federal securities laws matters as detailed in the SEC’s Financial Reporting Manual. In a statement made by Corp Fin, filings, submissions and requests for staff action will be addressed in the order in which they were received, unless “compelling circumstances” exist. Response times may be longer than usual. Emergency requests should continue to be submitted through the emergency email address, Corp Fin has also provided guidance regarding the removal of delaying language from a registration statement during the shutdown on its webpage.

On December 27, 2018, the SEC closed, except for limited essential personnel, as a result of the partial US federal government shutdown. 

During a government shutdown, waiver requests under Rule 3-13 of Regulation S-X will only be considered by the staff of the SEC’s Division of Corporation Finance (Corp Fin) in emergency situations.

This publication discusses:

  • the Corp Fin Q&A on emergency relief under Rule 3-13 during the shutdown;
  • considerations for determining whether an emergency exists; and
  • requirements for submitting an emergency relief request.

Report contents

  • Applicability
  • Fact and impacts
  • Emergency waiver requests
  • KPMG observations
  • Additional Corp Fin Q&As



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