The US Securities and Exchange Commission (SEC) will follow its Operations Plan Under a Lapse in Appropriations and Government Shutdown (the Operations Plan) during the government shutdown, which began on December 21, 2018. Please refer to Eversheds Sutherland’s previous Legal Alert – How Will the SEC Operate in the Event of a Government Shutdown? – discussing the Operations Plan.
The SEC’s Division of Corporation Finance also has posted information on its operating status. During the shutdown, the Division of Corporation Finance will cease regular operations. A limited number of staff members will be available to answer questions related to fee calculations for filings, but those staff members generally will not answer other questions. The SEC’s EDGAR system will continue to accept filings. However, the SEC staff will not be able to declare registration statements effective or qualify Form 1-A offering statements. The SEC staff also will be unable to respond to questions submitted to CFEmergency@sec.gov, unless the questions are related to fee calculations.
The Division of Corporation Finance has posted a set of FAQs that generally provide guidance on registration statements and offerings during the shutdown. Among other things, the FAQs provide guidance that temporarily allows registrants that file amendments to current registration statements to remove the delaying amendment. Removing the delaying amendment could allow such registration statements to become automatically effective in 20 days, depending on the length of the shutdown. See the Division of Corporation Finance’s FAQs.
The SEC’s guidance regarding the government shutdown may be subject to change based on, among other things, the length of any potential shutdown, the SEC’s available funds, and political developments. The SEC will post updates to its operating status on its website as additional information becomes available.