To date, COVID-19 (“Coronavirus”) has infected more than 105,000 people and killed approximately 3,500 — with numbers increasing worldwide. Accompanying this tragedy is substantial economic loss, with major selloffs across the S&P 500, Dow Jones Industrial Average, and Nasdaq Composite.1 Companies, such as Apple, that conduct significant amounts of business in China — the pandemic’s epicenter — have disclosed that Coronavirus will disrupt their supply chains and suppress sales,2 and entire sectors of the economy have predicted dire consequences. For example, the International Air Transport Association forecasts that travel bans and customer reluctance to fly could lead to revenue losses of $63 billion to $113 billion.3

On February 19, 2020,4 the U.S. Securities and Exchange Commission (the “SEC”) released a statement encouraging public companies to disclose risks to their businesses associated with Coronavirus. Since then, at least 606 public companies have disclosed Coronavirus risk factors.5 But given the expanding pandemic, and difficulty auditors are experiencing operating in China, on March 4, 2020, the SEC issued an order granting publicly traded companies impacted by Coronavirus the ability to request/receive an additional 45 days to file materials that would otherwise be due between March 1, 2020, and April 30, 2020.6

The deadline extension applies to a range of materials, including information filed on Forms 6-K and 8-K.7 To qualify for the extension, an issuer must submit a report within 45 days of its original deadline explaining why the delay is necessary.8 The report must state when the company expects to file its forms and contain risk factors describing the Coronavirus’s material impact on its business.9

V&E clients concerned about the effects of Coronavirus on their ability to make timely SEC filings may wish to utilize the relief procedure outlined in the new SEC order. However, even issuers who will be able to file on time should consider what — if any — disclosures are necessary in light of the Coronavirus pandemic. The SEC has encouraged issuers to disclose material Coronavirus risks to their businesses, and, given recent market losses, it is likely that shareholder actions will follow if there are failures to adequately disclose such risks.10