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Securities and Exchange Commission Updates COVID-19 Guidance

Posted: 03/27/2020
Services: Corporate

On March 25, 2020, the Securities and Exchange Commission (SEC) announced the following updates to its March 4, 2020 order addressing guidance to public companies, investment funds[1] and investment advisers concerning COVID-19.

Public Company Relief

  • Subject to certain conditions, public companies have been granted a 45-day extension to file certain disclosure reports, including Form 10-Ks, Form 10-Qs and Proxy Statements, that are due between March 1 and July 1, 2020.
  • These conditions include:
    • The filer must not be able to meet the filing deadline due to circumstances related to COVID-19;
    • The filer must file a Form 8-K by the later of March 16 or the original filing deadline of the report stating:
      • That it is relying on the order;
      • A brief description of the reason why it could not file on a timely basis;
      • The estimated date the report will be filed;
      • A company-specific risk factor or factors explaining the impact, if material, of COVID-19 on its business; and
      • If the reason for failing to file by the original filing deadline is due to the inability of any person to furnish any required opinion, report or certification.
  • The report must be filed within 45 days of the original filing deadline; and
  • The filer must disclose in the subject report that it is relying on the SEC’s order and state the reason why it could not file the report timely.

Public companies and their audit committees are also reminded to consider the impact of COVID-19 on the companies’ business and what disclosures, if any, are required to be made in periodic reports. The SEC previously provided guidance concerning conducting virtual annual meetings and shareholder proposals, which all public companies should review.[2]

Investment Adviser Relief

The SEC also issued an order providing certain investment advisers, including exempt reporting and private fund advisers, with additional time to meet certain filing and delivery requirements.

  • Subject to certain conditions, registered investment advisers are exempt from the filing and delivery of Form ADV if certain conditions are satisfied.
  • These conditions include:
    • The registered investment adviser or exempt reporting adviser is unable to meet the filing or delivery requirement due to circumstances related to COVID-19;
    • The adviser relying on the order with respect to Form ADV must promptly notify the SEC staff via email at IARDLive@sec.gov and disclose on its public website (or promptly notify its clients and/or private fund investors if it does not have a website) that it is relying on the order;
    • Any adviser relying on the order with respect to Form PF must promptly notify the SEC staff via email at IARDLive@sec.gov that it is relying on the order; and
    • The adviser files Form ADV or Form PF and delivers the brochure as soon as practicable, but not later than 45 days after the original filing and delivery dates.

If you have any questions concerning compliance with the SEC’s orders or issues related to disclosure and reporting, please contact Justin Ettelson by telephone at 215-972-7106, or email at Justin.Ettelson@saul.com.


  1. The guidance applicable to investment funds is not discussed in this Alert, but may be found at https://www.sec.gov/rules/other/2020/ia-5469.pdf .
  2. https://www.sec.gov/ocr/staff-guidance-conducting-annual-meetings-light-covid-19-concerns?auHash=zrsDVFen7QmUL6Xou7EIHYov4Y6IfrRTjW3KPSVukQs.
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