october 28, 2020
october 22, 2020
October 19, 2020
october 15, 2020
october 12, 2020
october 8, 2020
october 5, 2020
september 22, 2020
september 21, 2020
September 11, 2020
august 4, 2020
july 6, 2020
july 1, 2020
- PPP Loan Deadline May Be Extended as SBA Issues New Rules Relating to Loan Forgiveness and Eligibility
- California Looks to Pass Legislation Concerning Business Interruption Coverage Due to COVID-19
June 29, 2020
June 22, 2020
- PPP Loan Forgiveness Application Forms Updated and Streamlined
- Nevada Division of Insurance to Disallow Policy Exclusions Related to COVID-19
- CDI Announces New Order Regarding Workers’ Compensation Premium Savings for CA Businesses Affected by COVID-19
june 15, 2020
june 10, 2020
- Note to the SBA: Debtors in Bankruptcy Are Eligible for PPP Loans
- California Modifies the Tolling of Statutes of Limitations in Civil Cases
june 8, 2020
June 4, 2020
may 29, 2020
may 28, 2020
may 27, 2020
- Hoteliers Beware: a Return to Business Post-Pandemic Brings With It Potential Legal Liability
- House Contemplates Revisions to the Paycheck Protection Program
may 15, 2020
may 14, 2020
- U.S. House Democrats Introduce HEROES Act, a New $3T Stimulus Package
- SAFE Banking Act for Cannabis-Related Businesses Included in the HEROES Act
may 12, 2020
may 8, 2020
- Treasury and the SBA Issue Guidance Regarding the Employee Retention Credit
- Businesses Reopen in Los Angeles County as Stage 2 of California’s Statewide Plan Begins
- Update: Large Employers Required to Pay Coronavirus-Related Sick Leave Under New L.A. County Ordinance
may 6, 2020
- SBA Extends PPP Certification Safe Harbor to May 14
- EPLI Insurance and Employee Benefits in the Age of the Coronavirus
may 5, 2020
- Update: PPP Guidance Issued by the SBA and U.S. Treasury at Odds With the CARES Act—Michelman & Robinson Files First-of-Its-Kind Lawsuit Challenging FAQs
- NAIC Issues Business Interruption Data Call in the Wake of COVID-19
may 4, 2020
may 1, 2020
april 29, 2020
- Planning for Your Employees' Return to the Workplace
- Los Angeles Hospitality Workers Among Those Thrown a Potential Lifeline
april 24, 2020
- Attention Cannabis Businesses: Hope May Be on the Horizon for Federal COVID-19-Related Relief
- California Department of Insurance Issues Notice Granting Tax-Filing Extension in Response to COVID-19
- SEC Approves Amendments to Nasdaq and NYSE Continued Listing Requirements Due to the COVID-19 Pandemic
April 23, 2020
april 21, 2020
- Additional Funding Is on the Way to Resurrect the PPP
- Certifying Your PPP Loan: Proceed With Caution
april 17, 2020
april 16, 2020
- Employment in the Wake of Coronavirus: EEOC and OSHA Guidance Allows Employers to Go Where They Could Not Go Before
- New Yorkers Ordered to Stay at Home Even Longer Amid the COVID-19 Crisis
- Paycheck Protection Program Funds Exhausted
april 15, 2020
April 14, 2020
- Insurance Companies Have Been Ordered to Provide COVID-19-Related Premium Relief to Businesses and Drivers in California
- What to Do If Your New York Business Has Been Deemed Non-Essential
APRIL 13, 2020
- IP Deadlines and Fees Extended Under the CARES Act
- Employment in the Wake of Coronavirus: Reintegrating Your Workforce in the New Normal
APRIL 10, 2020
- You Successfully Applied for and Received a PPP Loan Under the CARES Act: Now What?
- Safer at Home Order in L.A. Extended to May 15
- Maintaining Your Trade Secrets During the Coronavirus Crisis
APRIL 9, 2020
april 8, 2020
- Congress Looks to Bolster the PPP With Another $250B in Funding
- U.S. Treasury Provides Further Guidance to PPP Borrowers and Lenders
- L.A. Mayor Amends COVID-19-Related Paid Sick Leave Ordinance
april 7, 2020
April 3, 2020
april 2, 2020
april 1, 2020
March 31, 2020
march 30, 2020
- Large Employers Required to Pay Coronavirus-Related Sick Leave Under New L.A. Ordinance
- Insurance Coverage Potentially Triggered by COVID-19
- Attention Insurers: CDI Orders Mandatory Call for Business Interruption Coverage Information in the Wake of COVID-19
- DOL Is Requiring Employers to Post Families First Employee Rights Notice
March 27, 2020
- A Comprehensive Guide to Understanding Coronavirus-Related State Assistance Programs: Who is Giving What to Whom (Part II)
- HHS Relaxing Enforcement of HIPAA to Facilitate Sharing of Information During the COVID-19 Crisis
March 26, 2020
march 25, 2020
march 24, 2020
- Navigating the Coronavirus Pandemic: a Critical Business Review Checklist
- SBA Loans for Companies Impacted by Coronavirus
- SEC Relaxes Federal Proxy Rules for Annual Meetings
march 23, 2020
- Federal Reserve Responds Boldly to Coronavirus-Related Economic Downturn
- The Number of Jurisdictions Implementing Stay-at-Home Orders Is Increasing Exponentially
- Michelman & Robinson’s Guide to Coronavirus-Related Paid Sick Leave and Unemployment Insurance Laws in the Tri-State Area
MARCH 21, 2020
MARCH 20, 2020
- New York Governor’s PAUSE Order
- Illinois Governor’s Statewide Stay-at-Home Order
- Force Majeure Clauses in Commercial Real Estate Contracts
MARCH 19, 2020
- SEC Provides Regulatory Relief for Public Reporting Companies
- Student Loan Borrowers Can Breathe a Sigh of Relief, At Least Temporarily
- California Governor's Statewide Stay-At-Home Order
MARCH 18, 2020
- "Shelter in Place" Orders
- Telecommuting in the Age of Coronavirus
- Families First Coronavirus Response Act Just Passed by the Senate and Signed Into Law by the President
MARCH 17, 2020
MARCH 16, 2020
MARCH 5, 2020
SEC Announces Temporary Regulatory Relief for Market Participants Affected by Coronavirus
MEGAN PENICK, SAMUEL LICKER
MARCH 31, 2020
In a press release distributed late last week, the United States Securities and Exchange Commission announced that it will be providing additional temporary regulatory assistance to market participants affected by the novel coronavirus (COVID-19). The relief covers three specific spheres: (1) parties needing to gain access to make filings on the EDGAR system; (2) company filing obligations under Regulation A and Regulation Crowdfunding; and (3) a filing requirement for municipal advisors.
The SEC notes that its staff will continue to closely track developments and, if appropriate, consider additional relief from other regulatory requirements for those affected by the pandemic. In the meantime, Michelman & Robinson breaks down the agency’s latest moves in Q&A format.
Relief from the Form ID Notification Requirement
Q. I need to apply for an EDGAR Code in order to make an SEC filing, but I don’t have access to a notary, what should I do?
A. Subject to certain conditions, the SEC adopted a temporary final rule during the period March 26 through at least July 1, 2020, providing relief from the Form ID notarization requirement where circumstances related to COVID-19 render it impossible (or impracticable) to obtain a notarization in a timely manner.
Q. What do I need to do to take advantage of this accommodation?
A. The filer must indicate on a manually signed Form ID that the filer is unable to obtain notarization due to COVID-19 and, by way of this temporary relief, the SEC will provide the filer with an EDGAR filer number. After receiving the EDGAR codes, the filer must, within 90 day of filing, submit a PDF copy of a notarized, manually signed Form ID application. In the event the filer does not provide the notarized Form ID to the SEC within 90 days as required, the SEC may then deactivate the filer’s EDGAR access codes. Of note, filers relying on this temporary final rule to access EDGAR may be required to provide supplemental documents to support their applications and otherwise assist SEC staff in validating the request. Also, in order to counteract potential abuses, the SEC staff is authorized to deactivate EDGAR codes when there is reason to believe that a filer has made illegitimate filings inconsistent with the protection of investors under the temporary final rule.
Relief from Filing Deadlines Pursuant to Regulation A and Regulation Crowdfunding
Q. My company is conducting an offering under Regulation A or Regulation Crowdfunding, has the SEC offered any extension to applicable filing deadlines?
A. Just as the SEC previously offered 45-day extensions for filing deadlines for publicly reporting issuers, similar relief is now being provided to Regulation A and Regulation Crowdfunding issuers. The temporary final rule (linked above) extends the filing deadlines for specified periodic and current reports and forms that companies are obligated to file under Regulation A and Regulation Crowdfunding. The 45-day filing extension applies to certain disclosure reports that would have been due between March 26 and May 31, 2020.
Q. My company has been affected by the COVID-19 pandemic; how do we take advantage of this filing extension?
A. Regulation A or Regulation Crowdfunding issuers may take advantage of the 45-day filing extension where the following conditions are met:
- The issuer is not able to meet a filing deadline due to circumstances related to COVID-19
- The issuer must disclose on its website or, if a Regulation Crowdfunding issuer, the issuer must disclose through an intermediary’s platform or otherwise directly notify investors, that it is relying on the temporary filing extension
- The issuer must file the applicable report within 45 days after the original due date
- The issuer must disclose in its filing that it has relied on the temporary rule, along with the reason why it was unable to file its report or form on a timely basis
Q. What forms does the SEC’s relief apply to?
A. For Regulation A, the temporary final rule applies to:
- Post-qualification amendments required at least every 12 months after the qualification date, including updated financial statements
- Annual reports on Form 1-K
- Semi-annual reports on Form 1-SA
- Special financial reports on Forms 1-K or 1-SA
- Current reports on Form 1-U
- Exit reports on Form 1-Z
For Regulation Crowdfunding, the relief applies to:
- Annual reports on Form C-AR
- Progress updates on Form C-U
- Termination of reporting on Form C-TR
Be aware that as there are no filing deadlines surrounding the related offering circulars for Regulation A and Regulation Crowdfunding, the relief does not apply to a Form 1-A that has not been qualified under Regulation A, nor does it apply to Form C or Form C/A under Regulation Crowdfunding.
Relief for Municipal Advisors in Submitting Annual Updated Filings
Q. What type of relief is available for municipal advisors?
A. The SEC has made available similar extensions related to annual filings for municipal advisors. The agency has issued a Temporary Conditional Exemptive Order to relieve municipal advisors from potential compliance issues related to the timely submission of annual updated filings (e.g., Form MA). Subject to certain conditions, this order gives affected municipal advisors an additional 45 days to file annual updates to Form MA that would have been due between March 26 and June 30, 2020.
Q. As a municipal advisor affected by the COVID-19 pandemic, how do I take advantage of the filing extension?
A. To avail itself of the aforementioned order, a municipal advisor must provide a brief description of the reasons why it could not file in a timely manner, and those circumstances must be related to current or potential effects of COVID-19. Further, the municipal advisor relying on the order must take the following actions:
- Promptly notify the SEC staff via email at munis@sec.gov, which notification is to include the brief description of the reasons it cannot meet the filing deadline
- Disclose on its public website (or to its clients if it does not have a public website) the same information it provides the SEC staff regarding why it cannot timely meet its filing deadline
- File the annual update to Form MA as soon as practicable, but not later than 45 days after the original filing due date
As mentioned, the SEC Commissioner has expressed that the SEC may issue further filing extensions, together with additional relief as circumstances warrant. M&R will continue to monitor the SEC for relevant guidance, notices and announcements.
We are working diligently to keep our clients up to date on coronavirus-related developments. Nevertheless, these developments are changing daily and, in some cases even hourly, so it is important that you make sure you are dealing with the most current information. That being said, this alert is not offered, and should not be relied on, as legal advice. You should consult an attorney for guidance and counsel regarding any specific concern or situation.