On March 4, the SEC issued an order that temporarily exempts companies affected by the coronavirus disease (COVID-19) from certain filing requirements, including requirements to file periodic reports, annual reports and proxy statements. Subject to certain conditions, affected companies will have an additional 45 days to file reports ordinarily due between March 1 and April 30.
Any company seeking to rely upon the SEC’s order must furnish a Form 8-K by the later of March 16 and the original filing deadline stating:
- That it is relying on the order;
- A brief description of the reasons why it could not meet the original filing deadline;
- The estimated filing date;
- If material, a risk factor explaining the impact of COVID-19 on its business; and
- If applicable, attaching as an exhibit a statement signed by any third party who is unable to furnish any required opinion, report or certification due to circumstances relating to COVID-19.
The SEC’s press release also reminds all companies of their disclosure obligations under the securities laws. For example:
- Where a company has become aware of a risk related to COVID-19 that would be material to its investors, it should refrain from engaging in securities transactions with the public and take steps to prevent corporate insiders from initiating such transactions until investors have been appropriately informed about the risk;
- Companies should avoid selective disclosures of material information related to the impacts of COVID-19; and
- Companies may need to update previous disclosures to the extent that the information becomes materially inaccurate.