SEC Chair Jay Clayton, Division of Corporation Finance Director William Hinman, Division of Investment Management Director Dalia Blass and Division of Trading and Markets Director Brett Redfearn provided updates on the SEC's various pandemic relief measures.
Division of Corporation Finance
The Division of Corporate Finance is:
- considering an extension of temporary final rules that ease offering rules for small businesses using Regulation Crowdfunding. The SEC has not decided whether to extend the relief that is set to expire August 31, 2020;
- continuing to provide relief from the requirement of in-person shareholder meetings;
- continuing relief for registrants from the requirement to mail proxy materials to international addresses if a recipient's carrier has suspended delivery service; and
- continuing (i) Form 144 relief from manual signatures and (ii) Regulation S-T Rule 302(b) relief from certain authentication and retention requirements.
However, the Division determined not to extend (i) temporary relief provided for public companies filing certain disclosure reports or (ii) temporary relief from Regulation Crowdfunding or Regulation A filing deadlines for issuers whose reports were due by May 31, 2020.
Division of Investment Management
The Division of Investment Management discussed:
- a conditional exemptive order allowing open-end management investment companies and insurance company separate accounts to borrow from affiliates, which will continue until at least June 30, 2020, and may be further extended;
- a no-action letter allowing investment companies to participate in the Term Asset-Backed Securities Loan Facility ("TALF") remains set to expire on September 30, 2020;
- two no-action letters (see here and here) allowing funds to sell debt securities to an affiliated person, which the SEC stated will continue to remain effective; and
- a conditional exemptive order permitting business development companies to engage in the sale of senior securities and participate in joint enterprises, which is set to expire on December 31, 2020.
The Division of Investment Management also reviewed the status of a laundry list of other exemptions and extensions granted to funds and advisers.
Division of Trading and Markets
The Division of Trading and Markets provided updates on:
- temporary rule changes issued to allow the continued closing of trading floors by national securities exchanges;
- a temporary rule issued by FINRA to allow the filing of documents electronically, which was extended until July 31, 2020;
- a no-action letter and an exemptive order concerning reporting deadlines for the Consolidated Audit Trail Deadline, which were extended until June 2020;
- exemptive relief allowing broker-dealers to participate in TALF, which is scheduled to expire on September 30, 2020; and
- conditional relief intended to exempt smaller municipal advisors from broker registration, which is in effect until December 31, 2020.
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