Now that Congress and President Trump have reached a temporary détente that will allow the government to reopen after a more than three-week shutdown, the Securities and Exchange Commission is among the agencies that “have resumed normal staffing levels and is returning to normal operations.”
That promise of getting back to work from Chairman Jay Clayton, however, comes with a caveat.
“Over the past 30 days, with a limited staff, we followed our Operations Plan Under a Lapse in Appropriations and Government Shutdown,” Clayton said in a Jan. 26 statement posted on the SEC’s website. “This plan focused on monitoring the functioning of our markets and, as necessary to prevent imminent threats to property, taking action. I commend our staff for their dedication to this task. They performed admirably and, as always, with a keen focus on the interests of our Main Street investors.”
Approximately 4,500 employees have returned to their posts in the Commission’s Washington, D.C. home office and its 11 regional offices. Nevertheless, it may take time to shift operations back to full speed, Clayton warned.
“The leaders of our divisions and offices, in consultation with various members of our staff, are continuing to assess how to most effectively transition to normal operations,” he said. The Divisions of Corporation Finance, Trading and Markets, Investment Management and the SEC’s Office of Compliance Inspections and Examinations, will publish statements in the coming days regarding their post-shutdown transition plans.
First out of the gate was the Division of Corporation Finance.
“In general, we anticipate addressing filings, submissions and requests for staff action based on when an item was submitted,” it wrote on Jan. 27. “In other words, absent compelling circumstances, we expect to address matters in the order in which they were received.”
While the backlog is sorted out, Division staffers are available to answer questions relating to filings and other federal securities law matters, “but their response time may be longer than ordinary.”
Consistent with the guidance issued during the shutdown, some registrants omitted or removed delaying amendments from their registration statements,” the Division wrote. It “will consider requests to accelerate the effective date of those registration statements if they are amended to include a delaying amendment prior to the end of the 20-day period and acceleration is appropriate.”
“In cases where we believe it would be appropriate for a registrant to amend to include a delaying amendment, we will notify that registrant,” it wrote. “We remind registrants that Rule 430A is only available with respect to registration statements that we declare effective and is not available to registration statements that go effective as a result of the passage of time.”
The Division’s normal activities include providing no-action guidance under Exchange Act Rule 14a-8 with respect to shareholder proposals. “We generally expect to respond to these requests in the order received,” it added, although recognizing that companies “may have impending print deadlines or that negotiations may have changed the need for the staff’s views.”
Those requiring assistance on an expedited basis can compact the Division at CFEmergency@sec.gov.