November 19, 2012

SEC Provides Regulatory Relief and Assistance for Hurricane Sandy Victims

Holland & Knight Bulletin

On November 14, 2012, the SEC issued an order that provides regulatory relief to publicly traded companies, accountants, transfer agents, investment companies and others affected by Hurricane Sandy. The SEC's order conditionally exempts such persons from each of the following federal securities laws:

  • Exchange Act filing requirements for the period from October 29, 2012 to November 20, 2012 (the Affected Period), provided that the filer disclose the reasons why, in good faith, it cannot file on a timely basis
  • proxy and information statement delivery requirements for companies or others attempting to deliver materials to affected areas
  • Investment Company Act requirements for the transmittal to shareholders in affected areas of the annual and semi-annual reports of registered investment companies for the Affected Period
  • transfer agent compliance with Exchange Act Sections 17A and 17(f) and Exchange Act Rules 17Ad-1 through 17Ad-20, and Exchange Act Rules 17f-1 and 17f-2 for the period from October 29, 2012 to December 1, 2012
  • auditor independence requirements as they relate to reconstruction of previously existing accounting records for audit clients

The SEC has also directed the staff to take the position that a filer should be considered current and timely throughout the Affected Period for the purpose of both of the following:

  • determining eligibility to use Form S-3 or Form S-8
  • the current public information eligibility requirements of Rule 144(c)

This is the case if the filer was current in its Exchange Act reports as of October 28, 2012, and made any filings required during the Affected Period on or before November 21, 2012.

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