Defining Issues | January 2019
SEC’s Division of Corporation Finance provides Q&As on filing matters during government shutdown
The SEC’s Division of Corporation Finance issued Questions and Answers on certain filing matters that may arise during the U.S. government shutdown. The Q&As address matters relating to registration statements, offering statements, pre-clearance requests and other questions regarding filings and other federal Securities laws matters.
Applicability
Division of Corporation Finance Actions During Government Shutdown
- Public companies – domestic and foreign private issuers
- Companies that have filed or will be filing registration statements in public offerings during the government shutdown
Relevant dates
Effective immediately
Key impacts
In connection with the partial U.S. federal government shutdown, the SEC has been closed, except for a limited number of essential personnel, since December 27, 2018. As a result of the shutdown and limited resources available, the SEC's Division of Corporation Finance (Corp Fin) is only available to address emergency filing matters.
Due to its inability to perform its regular duties, the staff of Corp Fin issued Questions and Answers (Q&As) to address matters relating to registration statements, offering statements, pre-clearance requests and other questions regarding filings and other federal Securities laws matters.
The Q&As address matters specifically related to the shutdown such as, but not limited to:
- Updating information prior to commencing an offering
- Pricing an offering within the 15-day rule for an effective registration statement
- Removing the delaying amendment language
- Filing a new registration or offering statement
- Rule 3-13 waiver requests
We expect these Q&As to be updated if the shutdown continues.
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