Capital Markets & Securities Law Watch

On March 20, 2025, the staff of the U.S. Securities and Exchange Commission’s (the SEC) Division of Corporation Finance issued new guidance that permits Form S-3 registration statements that are not automatically effective upon filing, typically used by issuers that are not well-known seasoned issuers (WKSIs), to be declared effective after the issuer files its Annual Report on Form 10-K but before filing the proxy statement containing information required by Part III of Form 10-K (Part III Information) that was properly omitted from the issuer’s timely filed Form 10-K.

On February 11, 2025, the staff (the Staff) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the SEC) issued updated and new Compliance and Disclosure Interpretations (C&DIs) related to Schedules 13D and 13G under the Securities Exchange Act of 1934 (the Exchange Act).

The SEC’s staff in the Division of Corporate Finance issued a new C&DI on April 6, 2020, clarifying that registrants unable to incorporate Form 10-K Part III information by reference within the allotted 120-day window following the end of the filer’s fiscal year may use the 45-day relief granted by the SEC’s earlier COVID-19 Order (the Order) as long as the 120-day deadline falls within the relief period specified in the Order and the registrant meets the conditions of the Order. 

On March 31, 2020, the SEC released two new compliance and disclosure interpretations (CD&Is) clarifying how the SEC’s COVID-19 order, issued March 4, 2020 (the COVID-19 Order), which granted conditional relief to companies affected by coronavirus, interfaces with the standard Form 12b-25 notice for late filings.