Today, Corp Fin posted a statement regarding its return to normal operations. For the most part, “absent compelling circumstances,” Corp Fin expects to address filings, submissions and requests in the order submitted. The message is this: expect everything to take longer than usual as the staff plays catch-up.
As part of their planning, companies may also want to keep in mind that, right now, the government is funded only until February 15 and that, if negotiations break down during the three-week period, it is possible—as inconceivable as it seems—that the government could shutdown again. (Really? Nah!)
Questions for the staff. The staff is now available for questions, but may take longer to respond. If assistance on an expedited basis is required, a request for expedited treatment, along with contact information and the reason for the request, can be submitted to [email protected].
Registration statements. Registrants that omitted or removed delaying amendments, per the FAQs (see this PubCo post), can now request acceleration of effectiveness, but must first amend the registration statement to include a delaying amendment prior to the end of the 20-day period. The statement advises that, where the staff believes it would be appropriate to include a delaying amendment, the staff will notify that registrant. The statement includes a reminder that Rule 430A is available only with respect to registration statements that the SEC declares effective and not for registration statements that go effective as a result of the passage of time.
Shareholder proposals. Interestingly, while Corp Fin addressed approaches to dealing with registration statements in the FAQs, companies were left to their own devices with regard to shareholder proposals. Now that it is open, Corp Fin will respond to no-action requests regarding shareholder proposals in the order received. To the extent that companies have time constraints, such as print deadlines, they should notify the staff at [email protected] as soon as possible. Similarly, if negotiations regarding shareholder proposals have made no-action relief unnecessary, those companies should also notify the staff to help the staff prioritize their responses.
Other requests. Other requests for guidance or relief submitted during the shutdown will receive responses in the order submitted, although, again, response times may be longer than usual. If a request is urgent, companies should contact [email protected].