On June 25, 2020, the staff of the Division of Corporation Finance (the “Staff”) released three temporary statements to assist filers impacted by the COVID-19 pandemic. In the first statement, the Staff indicated it will not recommend enforcement action if the following documents are submitted to the Securities and Exchange Commission (“SEC”) via email in lieu of delivering the paper document:
- reports or other documents (including annual reports to security holders) furnished by foreign private issuers on Form 6–K,
- Forms 11-K,
- periodic and distribution reports filed by certain international development banks, and
- foreign language documents and English translations of a foreign government’s latest annual budget.
The filer must instead email the complete document, including exhibits, as a PDF attachment to email@example.com.
The second statement relates to Regulation S-T regarding the authentication document retention requirements under Rule 302(b). Rule 302(b) requires that each signatory to documents electronically filed with the SEC manually sign a signature page authenticating the signature that appears in typed form within the electronic filing. The Staff will not recommend enforcement action if (i) a signatory retains a manually signed and dated signature page and provides such document, as promptly as reasonably practicable, to the filer for retention and (ii) the filer establishes and maintains policies and procedures governing this process. The signatory may provide the filer with an electronic record (such as a photograph or pdf) of the document at the time it is signed.
In the third statement, the Staff indicated it will not recommend enforcement action if a Form 144 is submitted via email in lieu of delivering the paper form to the SEC so long as the filer emails the complete Form 144 as a PDF attachment to firstname.lastname@example.org.
The Staff will provide at least two weeks advance notice before any temporary relief is terminated. Links to the three Staff statements can be found below: