[Federal Register Volume 85, Number 46 (Monday, March 9, 2020)]
[Notices]
[Pages 13680-13681]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-04763]


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SECURITIES AND EXCHANGE COMMISSION

[Securities Exchange Act of 1934; Release No. 34-88318/March 4, 2020]


Order Under Section 36 of the Securities Exchange Act of 1934 
Granting Exemptions From Specified Provisions of the Exchange Act and 
Certain Rules Thereunder

    The current outbreak of coronavirus disease 2019 (COVID-19) was 
first reported on December 31, 2019 in Wuhan, China. The staff 
understands from entities and their representatives that COVID-19 may 
present challenges in timely meeting certain of their obligations under 
the federal securities laws. These entities may include U.S. companies 
with significant operations in the affected areas, as well as companies 
located in those regions. In light of this, we are issuing this Order 
to assist affected entities with meeting their obligations under the 
federal securities laws.
    Section 36 of the Exchange Act authorizes the Commission, by rule, 
regulation, or order, to exempt, either conditionally or 
unconditionally, any person, security or transaction, or any class or 
classes of persons, securities, or transactions, from any provision or 
provisions of the Exchange Act or any rule or regulation thereunder, to 
the extent that such exemption is necessary or appropriate in the 
public interest, and is consistent with the protection of investors.
    Any registrant or other person in need of additional assistance 
related to deadlines, delivery obligations or their public filings, 
should contact the Division of Corporation Finance at (202) 551-3500 or 
at https://tts.sec.gov/cgi-bin/corp_fin_interpretive.

I. Time Period for the Relief

    The time period for the relief specified in Sections II of this 
Order is as follows:
     With respect to those registrants or other persons 
impacted by COVID-19, the period from and including March 1, 2020 to 
April 30, 2020.
     The Commission intends to monitor the current situation 
and may, if necessary, extend the time period during which this relief 
applies, with any additional conditions the Commission deems 
appropriate and/or issue other relief.

II. Filing Requirements for Registrants and Other Persons

    Disruptions to transportation, and limited access to facilities, 
support staff, and professional advisors as a result of COVID-19, could 
hamper the efforts of public companies and other persons with filing 
obligations to meet their filing deadlines. At the same time, investors 
have an interest in the timely availability of required information 
about these companies and the activities of persons required to file 
schedules and reports with respect to these companies. While the 
Commission believes that the relief from filing requirements provided 
by the exemption below is necessary and appropriate in the public 
interest and consistent with the protection of investors, we remind 
public companies and other persons who are the subjects of this Order 
to continue to evaluate their obligations to make materially accurate 
and complete disclosures in accordance with the federal securities 
laws.
    Accordingly, it is ordered, pursuant to Section 36 of the Exchange 
Act, that a registrant (as defined in Exchange Act Rule 12b-2) subject 
to the reporting requirements of Exchange Act Section 13(a) or 15(d), 
and any person required to make any filings with respect to such a 
registrant, is exempt from any requirement to file or furnish materials 
with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 
14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G 
(except for those provisions mandating the filing of Schedule 13D or 
amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 
13f-1, and 14f-1, as applicable, where the conditions below are 
satisfied.

Conditions

    (a) The registrant or any person required to make any filings with 
respect to such a registrant is unable to meet a filing deadline due to 
circumstances related to COVID-19;
    (b) Any registrant relying on this Order furnishes to the 
Commission a Form 8-K or, if eligible, a Form 6-K by

[[Page 13681]]

the later of March 16 or original filing deadline of the report \1\ 
stating: \2\
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    \1\ Any registrant relying on this Order would not need file a 
Form 12b-25 so long as the report, schedule, or form is filed within 
the time period prescribed by this Order.
    \2\ The Commission believes such statements, as furnished, to 
the extent they contain ``forward-looking statements,'' would be 
subject to the safe harbor under Exchange Act, Section 21E. See the 
Private Securities Litigation Reform Act of 1995, 15 U.S.C. 77z-1 
(1998).
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    (1) That it is relying on this Order;
    (2) a brief description of the reasons why, it could not file such 
report, schedule or form on a timely basis;
    (3) the estimated date by which the report, schedule, or form is 
expected to be filed;
    (4) if appropriate, a risk factor explaining, if material, the 
impact of COVID-19 on its business; and
    (5) if the reason the subject report cannot be filed timely relates 
to the inability of any person, other than the registrant, to furnish 
any required opinion, report or certification, the Form 8-K or Form 6-K 
shall have attached as an exhibit a statement signed by such person 
stating the specific reasons why such person is unable to furnish the 
required opinion, report or certification on or before the date such 
report must be filed.
    (c) The registrant or any person required to make any filings with 
respect to such a registrant files with the Commission any report, 
schedule, or form required to be filed no later than 45 days after the 
original due date; and
    (d) In any report, schedule or form filed by the applicable 
deadline pursuant to paragraph (c) above, the registrant or any person 
required to make any filings with respect to such a registrant must 
disclose that it is relying on this Order and state the reasons why it 
could not file such report, schedule or form on a timely basis.

III. Furnishing of Proxy and Information Statements

    We also believe that relief is warranted for those seeking to 
comply with the requirements of Exchange Act Sections 14(a) and (c) and 
Regulations 14A and 14C and Exchange Act Rule 14f-1 thereunder to 
furnish materials to security holders when mail delivery is not 
possible and that the following exemption is necessary and appropriate 
in the public interest and consistent with the protection of investors.
    Accordingly, it is ordered, pursuant to Section 36 of the Exchange 
Act, that a registrant or any other person is exempt from the 
requirements of the Exchange Act and the rules thereunder to furnish 
proxy statements, annual reports, and other soliciting materials, as 
applicable (the ``Soliciting Materials''), and the requirements of the 
Exchange Act and the rules thereunder to furnish information statements 
and annual reports, as applicable (the ``Information Materials''), 
where the conditions below are satisfied.

Conditions

    (a) The registrant's security holder has a mailing address located 
in an area where, as a result of COVID-19, the common carrier has 
suspended delivery service of the type or class customarily used by the 
registrant or other person making the solicitation; and
    (b) The registrant or other person making a solicitation has made a 
good faith effort to furnish the Soliciting Materials to the security 
holder, as required by the rules applicable to the particular method of 
delivering Soliciting Materials to the security holder, or, in the case 
of Information Materials, the registrant has made a good faith effort 
to furnish the Information Materials to the security holder in 
accordance with the rules applicable to Information Materials.

    By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-04763 Filed 3-6-20; 8:45 am]
BILLING CODE 8011-01-P


