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SEC Provides Guidance on Delivery of Certain Paper Documents as a Result of Coronavirus (COVID-19)

On April 23, 2020, in light of the coronavirus (“COVID-19”) pandemic, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a statement regarding the delivery of certain paper documents to the SEC for the period from and including April 23, 2020 to June 30, 2020. The Division will not recommend enforcement action to the SEC if the applicable documents are submitted to the SEC via email if the filer attaches a complete document, including any required exhibits, as PDF attachments to an email sent to [email protected].

The Division’s statement covers the following forms:

  • Annual reports to security holders furnished by foreign private issuers on Form 6-K pursuant to Rule 101(b)(1) of Regulation S-T;
  • Forms 11-K pursuant to Rule 101(b)(3) of Regulation S-T;
  • Periodic reports and distribution reports filed by certain international development banks pursuant to Rule 101(b)(5) of Regulation S-T;
  • Reports or other documents furnished by foreign private issuers on Form 6–K pursuant to Rule 101(b)(6) of Regulation S-T; and
  • Unabridged foreign language documents and English translations of a foreign government’s or its political subdivision’s latest annual budget pursuant to Rules 306(b) and (c) of Regulation S-T.

The statement provides that if a filer is unable to provide a manual signature on a document submitted by email, the Division will not recommend enforcement action to the SEC if the filer provides a typed form of signature in lieu of the manual signature and:

  • the signatory retains a manually signed signature page or other document authenticating, acknowledging, or otherwise adopting his or her signature that appears in typed form within the email submission and provides such document, as promptly as practicable, upon request by Division or other SEC staff;
  • such document indicates the date and time when the signature was executed; and
  • the filer establishes and maintains policies and procedures governing this process.

Filers may continue to submit these documents to the SEC mailroom, but the Division cautioned that there may be delays in the processing of such documents.

This is similar to the previous SEC relief for manual signatures to other filings we discussed in our earlier Viewpoints advisory and is in addition to the Division’s previous statement allowing Forms 144 for the period from and including April 10, 2020 to June 30, 2020 to be filed by email to [email protected].

The SEC continues to state that it will address other issuer-related COVID-19 issues not addressed in its other regulatory relief efforts or other announcements on a case-by-case basis in light of their fact-specific nature.


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Dan is a corporate and securities attorney whose practice spans the full gamut of corporate law. He has advised clients for over two decades in public and private equity and debt financings, securities law matters, mergers and acquisitions, and strategic advice on a broad range of other corporate matters. He capably counsels public and private companies with offerings, compliance, and securities questions and leads buyers and sellers throughout the transaction process. Dan represents life sciences companies as well as clients in other technology fields, financial services, and professional services firms.