Hot Topic | March 2020

 

SEC provides extended regulatory relief to companies affected by coronavirus

The SEC has further extended filing deadlines for companies affected by the COVID-19 pandemic. KPMG reports on the conditions of the SEC’s relief Order and other reporting considerations related to the COVID-19 outbreak.

Applicability

SEC registered companies impacted by the COVID-19 outbreak

SEC Extends Conditional Exemptions From Reporting and Proxy Delivery Requirements for Public Companies, Funds, and Investment Advisers Affected By Coronavirus Disease 2019 (COVID-19)

Division of Investment Management Staff Statement on Fund Board Meetings and Unforeseen or Emergency Circumstances Related to Coronavirus Disease 2019 (COVID-19)

Relevant dates

  • Effective immediately

Key impacts

  • The time period for regulatory relief is for filing deadlines from March 1, 2020 to July 1, 2020.
  • Companies relying on the relief Order are required to furnish a Form 8-K or Form 6-K no later than the company’s original reporting deadline, disclosing certain required information.
  • Filing deadlines for any report, schedule or form are extended 45 days from the original due date.
  • Companies are exempt from the delivery requirements for proxy and information statements to security holders when they have mailing addresses located in an area where the common carrier has suspended delivery due to COVID-19, and the company makes a good faith effort to furnish the soliciting materials to the security holder.
  • The SEC reminds all companies of their disclosure obligations to provide material information related to the impacts of the coronavirus, and to update such disclosures as the circumstances evolve. 
  • The SEC staff issued more detailed guidance that provides current views regarding disclosure and other federal securities laws obligations for consideration with respect to coronavirus.
  • The SEC’s Division of Investment Management separately issued a statement extending the no-action position if fund boards did not adhere to certain in-person voting requirements in the event of unforeseen or emergency circumstances affecting some or all of the fund’s directors.
  • The SEC issued Orders providing relief from certain requirements under the Investment Company Act of 1940.
  • The SEC issued an Order granting exemptions for certain filing requirements of the Investment Advisers Act of 1940.
  • Companies are encouraged to maintain close communications with their board of directors, external auditors, legal counsel and other service providers as the circumstances progress. 

Report contents

  • Background
  • Regulatory relief
  • Registered investment companies
  • Investment Advisers Act 
  • Evolving information


Spotlight on contributors

Timothy Brown

Timothy Brown

Partner, Dept. of Professional Practice, KPMG US

Lindsey Freeman

Lindsey Freeman

Managing Director, Dept. of Professional Practice, KPMG US

Erin McCloskey

Erin McCloskey

Managing Director, Dept. of Professional Practice, KPMG US

Karmen Ward

Karmen Ward

Managing Director, Audit, KPMG US

 

 

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