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Client Alert | September 30, 2025
Division of Corporation Finance Statements on the Government Shutdown
A partial shutdown of the federal authorities is on observe to happen at 12:01 a.m. ET on Wednesday, October 1, 2025, if Congress is unable to achieve settlement on laws funding the federal government. The Securities and Exchange Commission (the “SEC”) Division of Corporation Finance (the “Division”) announced as we speak that, after 5:30 p.m. EST, “the Division of Corporation Finance and the Division of Investment Management will not be in a position to act upon any … requests [for effectiveness] until the SEC receives appropriations to fund its operations.” The Division suggested that commencing October 1, a restricted variety of employees can be accessible to reply questions regarding charge calculations and emergency submitting reduction and it directed filers needing help with such issues to submit a request and get in touch with data to [email protected].
The Division additionally offered a Q&A with its announcement addressing potential impacts earlier than, throughout and after a possible shutdown. The Division reiterated, nonetheless, that in all conditions, duty for full and correct disclosure stays with the corporate and others concerned within the preparation of an organization’s filings.
EDGAR Filings: EDGAR Remains Open
Regardless of the SEC’s working standing, the EDGAR submitting system will proceed to simply accept experiences, registration statements, providing statements, preliminary and definitive proxy or data statements, tender provide filings, Section 16 insider and Schedules 13D-G useful possession and transaction experiences, and different filings. Accordingly, public corporations should proceed to file periodic and present experiences when due on Forms 10-Ok, 10-Q and 8-Ok. Similarly, filers should proceed to file different required experiences, soliciting supplies, and different filings when due (for the needs of guidelines involving “business” day counting, the times for which the federal government is shut down—apart from Saturday, Sunday or a federal vacation—will proceed to depend as “business days”).
Shareholder Proposals, Preliminary Proxies, and Requests for Relief: Staff Review Paused
The Division won’t be able to assessment or reply to shareholder proposal no-action requests however will seemingly return to reviewing them when the SEC’s operations resume. Registrants can proceed to well timed submit these letters underneath Rule 14a-8(j). If an organization must file its proxy supplies earlier than receiving a response, word that Rule 14a-8 doesn’t require the corporate to attend for the Staff’s response, however excluding a proposal with out the Division’s concurrence with a no-action request, a court docket order or the proposal’s withdrawal creates SEC enforcement danger, and proxy advisors could advocate votes “against” administrators in that state of affairs.
Likewise, the Division won’t be able to assessment preliminary proxy or data statements, which ought to proceed to be filed not less than 10 calendar days previous to the date definitive supplies are first despatched to shareholders. The Division could assessment beforehand filed proxy or data statements after the SEC’s operations resume.
During a shutdown, the Staff will probably be unable to supply interpretative steerage, no-action or exemptive reduction apart from, in restricted circumstances, emergency reduction underneath Rule 3-13 of Regulation S-X. (The Q&A supplies directions on the place to submit such emergency reduction requests and the required content material of the submission.)
Transactional Filings and Registration Statements: Impacts of a Shutdown
Public corporations which have an efficient shelf registration assertion on file can undertake a shelf takedown throughout a shutdown. Also, mechanically efficient registration statements (e.g., Form S-8 and Form S-3ASR) may be filed and can go efficient throughout a shutdown.
A protracted shutdown may create difficulties for the IPO market and for public corporations that don’t qualify as “Well Known Seasoned Issuers” (WKSIs) and do not need an efficient shelf registration assertion.
If not accelerated, registration statements on Forms S-1 and S-3 develop into efficient 20 days after their most up-to-date public submitting, except topic to a “delaying amendment.” Companies could file a registration assertion with out a delaying modification, or, within the case of an already-filed registration assertion, an modification to take away the delaying modification, with a purpose to permit the registration assertion to develop into efficient 20 days after such submitting. Should SEC operations restart previous to effectiveness, the Division could ask that the registration assertion be amended to incorporate the delaying modification. If a delaying modification is eliminated, the Division notes that the registration assertion have to be amended to incorporate all data required by the shape, since Rule 430A is barely accessible for registration statements which can be declared efficient.
Unless accelerated, Form 10s develop into efficient 60 days after an preliminary public submitting and should not topic to delay. As a end result, Form 10s have to be withdrawn previous to the top of the 60-day interval if corporations want to keep away from going efficient.
Finally, if Congress is unable to achieve an settlement, the White House has indicated the opportunity of bigger scale reductions in power throughout the federal authorities. If this was to happen, the SEC could must additional restrict the company’s and the Division’s actions. The SEC has additionally posted its plan of operations throughout a lapse in funding and authorities shutdown.
Gibson Dunn’s legal professionals can be found to help with any questions you will have relating to the SEC’s announcement, or federal securities legal guidelines and laws extra typically. Please contact the Gibson Dunn lawyer with whom you often work, the authors, or any of the next leaders and members of the agency’s Securities Regulation & Corporate Governance or Capital Markets follow teams:
Securities Regulation & Corporate Governance:
Aaron Briggs – San Francisco (+1 415.393.8297, [email protected])
Mellissa Campbell Duru – Washington, D.C. (+1 202.955.8204, [email protected])
Elizabeth Ising – Washington, D.C. (+1 202.955.8287, [email protected])
Thomas J. Kim – Washington, D.C. (+1 202.887.3550, [email protected])
Brian J. Lane – Washington, D.C. (+1 202.887.3646, [email protected])
Julia Lapitskaya – New York (+1 212.351.2354, [email protected])
Ronald O. Mueller – Washington, D.C. (+1 202.955.8671, [email protected])
Michael A. Titera – Orange County (+1 949.451.4365, [email protected])
Geoffrey E. Walter – Washington, D.C. (+1 202-887-3749, [email protected])
Lori Zyskowski – New York (+1 212.351.2309, [email protected])
Capital Markets:
Andrew L. Fabens – New York (+1 212.351.4034, [email protected])
Hillary H. Holmes – Houston (+1 346.718.6602, [email protected])
Stewart L. McDowell – San Francisco (+1 415.393.8322, [email protected])
Peter W. Wardle – Los Angeles (+1 213.229.7242, [email protected])
© 2025 Gibson, Dunn & Crutcher LLP. All rights reserved. For contact and different data, please go to us at www.gibsondunn.com.
Attorney Advertising: These supplies have been ready for common informational functions solely primarily based on data accessible on the time of publication and should not meant as, don’t represent, and shouldn’t be relied upon as, authorized recommendation or a authorized opinion on any particular information or circumstances. Gibson Dunn (and its associates, attorneys, and workers) shall not have any legal responsibility in reference to any use of those supplies. The sharing of those supplies doesn’t set up an attorney-client relationship with the recipient and shouldn’t be relied upon in its place for recommendation from certified counsel. Please word that information and circumstances could range, and prior outcomes don’t assure an identical final result.
This web page was created programmatically, to learn the article in its unique location you’ll be able to go to the hyperlink bellow:
https://www.gibsondunn.com/preparing-for-a-potential-government-shutdown-initial-impacts-on-sec-operations/
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