In the last several days the SEC has added to and updated its guidance about disclosures surrounding COVID-19 disruption and uncertainty and updated its pronouncements about filing and related relief. These developments include:
June 23, 2020 – Statement on the Continued Importance of High-Quality Financial Reporting for Investors in Light of COVID-19 from the Chief Accountant
June 25, 2020 – Staff Statement Regarding Rule 302(b) of Regulation S-T in Light of COVID-19 Concerns
June 25, 2020 – Division of Corporation Finance Statement Regarding Requirements for Form 144 Paper Filings in Light of COVID-19 Concerns
Here are details about each of the above releases and pronouncements:
Disclosure Guidance: Topic 9A – Coronavirus (COVID-19) — Disclosure Considerations Regarding Operations, Liquidity, and Capital Resources provides additional staff views “regarding operations, liquidity, and capital resources disclosures companies should consider with respect to business and market disruptions related to COVID-19.” You can read more about this update to Topic 9 in this blog post.
In his Statement on the Continued Importance of High-Quality Financial Reporting for Investors in Light of COVID-19, Chief Accountant Sagar Teotia provides insights about OCA’s focus on high-quality financial reporting in this challenging period. He addresses topics including:
- Significant Estimates and Judgments; Reasonable Judgments
- The Importance of Disclosure Controls and Procedures (DCP) and Internal Control over Financial Reporting (ICFR)
- Reminders about an Entity’s Ability to Continue as a Going Concern
He also discusses consulting with OCA about complex or emerging issues, OCA’s work with standard setters and the vital role of audit committees in this period.
In their June 25, 2020 – Staff Statement Regarding Rule 302(b) of Regulation S-T in Light of COVID-19 Concerns, CorpFin essentially continues the relief surrounding manual signature requirements provided in its March 2020 announcement. The staff also indicated that this relief is temporary and will remain in effect until the staff provides public notice that it will end. This public notice will be given at least two weeks before the announced termination date. You can read more about the requirements that must be met to rely on the relief in this blog post.
The two June 25, 2020 announcements regarding paper filings, Division of Corporation Finance Statement Regarding Requirements for Form 144 Paper Filings in Light of COVID-19 Concerns and Division of Corporation Finance Statement Regarding Requirements for Certain Paper Documents (other than Forms 144) in Light of COVID-19 Concerns, both provide that the staff will accept filings that are currently required to be filed in paper form via email in certain circumstances. The statements enumerate which filings may be provided via email and also contain various requirements that must be met for such paper filings, including signature requirements similar to the Rule 302(b) relief discussed above. Both also provide that the relief will remain in effect until the staff provides public notice that it will end, and that public notice will be given at least two weeks before the announced termination date.
The Update on the Commission’s Targeted Regulatory Relief to Assist Market Participants Affected by COVID-19 and Ensure the Orderly Function of our Markets was issued by Chair Clayton and the heads of the divisions of Corporation Finance, Investment Management and Trading and Markets. It summarizes the steps that the SEC has taken in each division to deal with COVID-19 disruption. Notably, for CorpFin, it indicates that the deadline filing relief that was provided through July 1, 2020 will not be continued.
As always, your thoughts and comments are welcome!