Article

FAQs Outline SEC’s Functions During Government Shutdown

January 23, 2019

With the Securities and Exchange Commission (“SEC”) required to cease regular activities during a government shutdown, the agency’s Division of Corporation Finance (“Corp Fin”) has issued staff guidance detailing the agency’s limited functions during the shutdown. The guidance is in the form of nine frequently asked questions (“FAQs”) that were previously issued on December 21, 2018, ahead of the shutdown.

The FAQs include updates to the following questions:

  • Question 4: If my registration statement was declared effective prior to the shutdown (my effective date was December 26, 2018 or earlier) what happens if I don’t price my offering within the 15-day time period provided in Rule 430A?
  • Question 5: Now that the shutdown is in effect, can I file an amendment to my current registration statement to remove the delaying amendment so my registration statement will be effective in 20 days?
  • Question 6: Can I amend to remove the delaying amendment while I have outstanding, unresolved staff comments on my filings?
  • Question 9: Will the Division consider a request for emergency relief under Rule 3-13 of Regulation S-X?

Additionally, Corp Fin cannot handle non-emergency and non-filing fee questions during the shutdown. If assistance is needed on questions concerning fee calculations for filings and emergency relief on filings or other federal Securities law topics, email CFEmergency@sec.gov.