SEC extends flexibility due to COVID-19

On March 25, 2020 the SEC issued several exemptive orders to extend temporary COVID-19 relief.

·         The relief further extends the filing periods covered by its previously enacted conditional reporting relief for certain public company filing obligations.

·         The relief further extends regulatory relief previously provided to funds and investment advisers whose operations may be affected by COVID-19.

·         The SEC and its staff also provided public company disclosure guidance.

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SEC Staff Proposes Rules on Streamlining Private Exemptions

On March 4, 2020, the Securities and Exchange Commission (the SEC) issued a proposed rule on ways to simplify, harmonize and improve certain aspects of the exempt offering framework to promote capital formation while preserving important investor protections.

  • The Proposed Rule is substantially informed by public input that was provided in response to the SEC’s June 2019 concept release on the harmonization of securities offering exemptions.
  • The goal of the Proposed Rule is to reduce the unnecessary complexity within the offering framework and to allow market participants to navigate through the exempt offering framework more easily.
  • The changes outlined in the Proposed Rule could bring a wider variety of investors and distribution channels back into the market for issuers, including for BDCs, and such expansion would increase the availability of capital and allow more flexibility for BDC fundraising activities.

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SEC relief for advisers impacted by COVID-19

On March 13, 2020, the Securities and Exchange Commission (SEC) issued a temporary order (the Order) providing conditional exemptive relief to investment advisers registered with the SEC (RIAs) and exempt reporting advisers (ERAs) with respect to certain filing, delivery and reporting requirements under the Investment Advisers Act of 1940, as amended (the Advisers Act) due to disruptions and limitations caused by coronavirus disease 2019 (COVID-19). The Order provides impacted firms with conditional exemptive relief from these filing, delivery and reporting requirements in the form of an extension of up to 45 days from the originally required due date. RIAs or ERAs with filing, delivery or reporting obligations between March 13, 2020, and April 30, 2020 (the Period) may rely on the Order. The SEC noted it may extend the Order past April 30 and may issue other relief if warranted in the future.

To rely on the Order, RIAs and ERAs must satisfy the Order’s specified conditions.  Detailed here.