On March 25, 2020, the U.S. Securities and Exchange Commission (“SEC” or “Commission”) announced an Order to provide further extensions for public company filing deadlines due to the COVID-19 pandemic. This Order supersedes and extends the Commission’s original Order dated March 4, 2020. For additional information on the original Order, see our previous client alert here.

The original Order granted public companies an additional 45 days to file any periodic or current report due between March 1 and April 30, 2020. The March 25 Order extends that relief to any report due between March 1 and July 1, 2020. All conditions imposed by the March 4 Order were carried forward to the March 25 Order. Importantly, public companies may rely on the Commission’s exemptive relief only if they file a current report on Form 8‑K or Form 6-K containing specified disclosures about why the relief is needed. The Order also grants extensions for the delivery of proxy soliciting materials to security holders in areas where mail delivery has been suspended and where good faith efforts have been made, consistent with the original Order.

Further Actions Possible

The SEC and its staff are evaluating the situation concerning COVID-19 on a daily basis. The Commission has stated clearly that it may provide further extensions to the time period for relief, possibly with new conditions, or provide additional relief as circumstances warrant in the days and weeks ahead. With the impact of the pandemic changing day-by-day, careful analysis of all SEC actions is necessary for public companies to understand their shifting disclosure and reporting obligations.

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Proskauer’s cross-disciplinary, cross-jurisdictional Coronavirus Response Team is focused on supporting and addressing client concerns. Visit our Coronavirus Resource Center for guidance on risk management measures, practical steps businesses can take and resources to help manage ongoing operations.

Photo of Peter Castellon Peter Castellon

Peter represents issuers, underwriters and selling shareholders in connection with offerings of securities, including IPOs, follow-on and secondary offerings, block trades, rights offerings and offerings of convertible and exchangeable bonds.

Peter is active in bar association activities and has served as an officer…

Peter represents issuers, underwriters and selling shareholders in connection with offerings of securities, including IPOs, follow-on and secondary offerings, block trades, rights offerings and offerings of convertible and exchangeable bonds.

Peter is active in bar association activities and has served as an officer of several committees, including the IBA Capital Markets Forum, the International Securities Matters Subcommittee of the ABA Committee on the Federal Regulation of Securities and the ABA International Securities & Capital Markets Committee.

Peter has written several articles on securities law topics, including the following:

  • US Private Placements: When Rule 144A is unavailable, PLC, July, 2015.
  • SAS 72 letters: Seeking comfort, PLC, May, 2013.

  • Another way in, IFLR, March, 2012.

Before joining Proskauer, Peter was Deputy General Counsel for Citi and advised the Equity Capital Markets Division and Investment Banking Division. While at Citi, Peter worked on most of Citi’s ECM transactions in Europe, the Middle East and Africa.

Photo of Michael Choate Michael Choate

Michael Choate is a partner in the Corporate Department and is a member of the Capital Markets Group and both Real Estate Capital Markets and Private Equity Real Estate Groups. Michael’s practice is broad and includes a focus on transactional matters involving both…

Michael Choate is a partner in the Corporate Department and is a member of the Capital Markets Group and both Real Estate Capital Markets and Private Equity Real Estate Groups. Michael’s practice is broad and includes a focus on transactional matters involving both public and private offerings as well as private equity and joint venture transactions along with mergers and acquisitions, corporate governance issues and federal securities compliance matters.

Photo of David A. Curtiss David A. Curtiss

David A. Curtiss is a partner in the Corporate Department and a member of the Capital Markets Group. As businesses globally are impacted by the Coronavirus (COVID-19) pandemic, David is a member of the firm’s Coronavirus Response Team helping clients respond and solve…

David A. Curtiss is a partner in the Corporate Department and a member of the Capital Markets Group. As businesses globally are impacted by the Coronavirus (COVID-19) pandemic, David is a member of the firm’s Coronavirus Response Team helping clients respond and solve issues across myriad fronts.

David’s practice focuses on capital markets, including the representation of sponsors, companies and underwriters in equity and debt offerings.  His diverse transactional experience includes private preferred equity and PIPE investments, high-yield debt offerings, initial public offerings, in and out-of court restructuring transactions, leveraged buy-outs,  “follow-on” equity offerings and investment grade debt offerings.

In 2016, David was mentioned in The Legal 500 U.S. for Capital Markets: Equity Offerings.

Photo of Daniel Forman Daniel Forman

Daniel Forman is a partner in Proskauer’s Capital Markets Group. His practice focuses on securities offerings and related transactions, and he regularly represents issuers, sponsors, investors and underwriters in securities transactions including initial public offerings, secondary equity offerings, debt offerings, convertible note offerings…

Daniel Forman is a partner in Proskauer’s Capital Markets Group. His practice focuses on securities offerings and related transactions, and he regularly represents issuers, sponsors, investors and underwriters in securities transactions including initial public offerings, secondary equity offerings, debt offerings, convertible note offerings, tender offers and consent solicitations, debt restructurings and private placements. He also counsels public companies on general corporate representation, SEC compliance, disclosure matters, mergers and acquisitions and complex securities law issues. Daniel has significant experience advising on transactions for companies in the life sciences, technology, consumer/retail, industrial, financial institutions and real estate sectors.

Photo of Karen J. Garnett Karen J. Garnett

Karen Garnett is a partner in the Corporate Department, and a member of the Capital Markets Group.

Karen’s practice focuses on regulatory matters under the federal securities laws, equity finance transactions and public company advisory services. Karen has extensive experience in applying and…

Karen Garnett is a partner in the Corporate Department, and a member of the Capital Markets Group.

Karen’s practice focuses on regulatory matters under the federal securities laws, equity finance transactions and public company advisory services. Karen has extensive experience in applying and interpreting federal securities laws and regulations, including requirements governing public company registration, reporting and disclosure.

Karen joined Proskauer following almost 24 years on the staff of the U.S. Securities and Exchange Commission. Most recently, she was an Associate Director in the Division of Corporation Finance, where she led the disclosure review program. Karen routinely provided guidance on a broad range of complex transactions and disclosure matters. She oversaw the work of several industry-focused review teams and has significant expertise in disclosure relating to REITs and commodity pools. As a senior officer, Karen helped develop many of the Division’s policies and procedures, and she worked closely with staff across the SEC on matters involving broker-dealers, investment companies, and novel financial products.

Photo of James Gerkis James Gerkis

James P. Gerkis is a partner in the Corporate Department with extensive experience in sophisticated U.S. and global corporate transactions, including mergers & acquisitions, capital markets, venture capital, media, real estate and restructuring transactions.  He has represented a wide variety of financial institutions…

James P. Gerkis is a partner in the Corporate Department with extensive experience in sophisticated U.S. and global corporate transactions, including mergers & acquisitions, capital markets, venture capital, media, real estate and restructuring transactions.  He has represented a wide variety of financial institutions, Fortune 500 companies and growth companies.  James currently focuses on matters for clients in the technology, media and real estate industries.

Among other clients, James has represented iHeartMedia, Preferred Apartment Communities, Financial Guaranty Insurance Company, Oxford Analytica, Olshan Properties, the Creditors Committee in the chapter 11 cases of Westinghouse Electric Company, Lightstone Group, Neuberger Berman and Suburban Propane Partners.

James received his law degree from Columbia University School of Law in 1983, where he was a Harlan Fiske Stone Scholar and a Teaching Fellow.  He did his undergraduate work at Columbia College, where (having been admitted without finishing high school) he received a BA degree in Political Science in 1980.

James has made presentations at numerous industry and bar association conferences and has authored many articles on different legal topics.

James is the President of the Columbia University Club of New York, is active in other Columbia University alumni affairs and has been chosen to receive a 2018 Columbia University Alumni Medal.

James is on the Board of Directors of HABA-Hellenic American Association for Professionals in Finance.  James received the 2017 Attorney of the Year Award from The Hellenic Lawyers Association.

Photo of Maximilian P. Kirchner Maximilian P. Kirchner

Dr. Max Kirchner is a partner in the Corporate Department and a member of the Capital Markets and Finance Group. His practice focuses on the representation of private equity sponsors, multi-national companies, investment banks and investment funds in capital markets and leveraged finance…

Dr. Max Kirchner is a partner in the Corporate Department and a member of the Capital Markets and Finance Group. His practice focuses on the representation of private equity sponsors, multi-national companies, investment banks and investment funds in capital markets and leveraged finance transactions. He regularly works on the most complex high-yield bond offerings, IPOs, restructurings and acquisition financings by companies around the world across a broad array of industries.

Max is leading the Firm’s European high-yield team and is consistently recognized in both Chambers and Legal 500. Clients note that he is “commercial, dedicated, client-focused and constructive” and that he “stands out as a top-class lawyer; he has a deep understanding of the market, outstanding technical skills, and he provides invaluable strategic advice to ensure clients obtain the best possible outcome.”

Photo of Steven L. Lichtenfeld Steven L. Lichtenfeld

Steven L. Lichtenfeld is co-head of our market-leading Real Estate Capital Markets and Real Estate Finance Groups and a founding member of our Private Equity Real Estate Group. He regularly advises real estate funds, REITs, sovereign wealth funds, institutional lenders, specialty lenders, hedge…

Steven L. Lichtenfeld is co-head of our market-leading Real Estate Capital Markets and Real Estate Finance Groups and a founding member of our Private Equity Real Estate Group. He regularly advises real estate funds, REITs, sovereign wealth funds, institutional lenders, specialty lenders, hedge funds, and pension advisors regarding public offerings and private placements of real estate-related debt and equity securities, real estate-related mergers and acquisitions, real estate preferred equity investments and joint ventures, real estate-related senior and mezzanine financings and other corporate, partnership and limited liability company matters.

Steven has been widely recognized as a driving force in the real estate capital markets and finance space during his more than thirty-five year career. He has garnered several prestigious accolades in this area, including receiving a coveted ranking from Chambers USA, which has described him as “a brilliant real estate attorney with experience in many asset classes.” Chambers has also described Steven as “highly analytical and highly strategic” and “encyclopedic in terms of his knowledge” in handling a broad spectrum of public and private debt offerings, M&A, joint venture and other corporate real estate matters. Steven is also recommended for Real Estate and REITs by Legal 500 United States and is consistently recognized as a leading real estate lawyer in Best Lawyers in America and Super Lawyers.

Photo of Matthew O'Loughlin Matthew O'Loughlin

Matthew O’Loughlin is a partner in the Corporate Department and is a member of the Mergers & Acquisitions Group. Matthew counsels clients on corporate, strategic and transactional matters, representing public and private companies, entrepreneurs, high-net worth families, investors, private equity groups and investment…

Matthew O’Loughlin is a partner in the Corporate Department and is a member of the Mergers & Acquisitions Group. Matthew counsels clients on corporate, strategic and transactional matters, representing public and private companies, entrepreneurs, high-net worth families, investors, private equity groups and investment banks. He acts as outside corporate counsel, advises boards of directors and assists companies with their day-to-day legal needs. This includes public and private securities offerings, mergers and acquisitions, joint ventures, and other strategic and complex transactions and liquidity events. He also advises clients on SEC reporting matters and corporate governance.

Matthew’s clients are principally in the life science/healthcare, food and beverage, health and wellness, consumer products, technology and entertainment industries. He also has particular experience in cross border transactions.

Photo of Ben Orlanski Ben Orlanski

Ben Orlanski is a partner in the Corporate Department and is a member of the Mergers & Acquisitions Group and the Capital Markets Group. Ben focuses on major corporate transactions and strategically solving critical business challenges. He has significant experience in securities and…

Ben Orlanski is a partner in the Corporate Department and is a member of the Mergers & Acquisitions Group and the Capital Markets Group. Ben focuses on major corporate transactions and strategically solving critical business challenges. He has significant experience in securities and public company representation; mergers and acquisitions; capital markets transactions; special committee, board of directors and general corporate representation; and corporate governance. His experience covers a wide range of industry sectors, including software-as-a-service, REITs, digital media, specialty manufacturing and consumer products.

Capital Formation and Securities

Ben has significant experience in managing, structuring and executing sophisticated securities and capital raising transactions. His approach reflects understanding of market operation, well-designed capital structure and the practical realities of the capital raising process. He represents public companies and investors in public offerings, registered direct transactions, self-tenders, warrant exchanges/flush transactions, recapitalizations, defensive strategies and secondary offerings. He also advises clients on corporate finance transactions for private businesses, ranging from venture capital and private placements to public offerings and debt restructurings.

Mergers and Acquisitions

Ben has completed scores of transactions representing buyers, sellers, investment bankers and financiers through all phases of the M&A process. He is actively involved in planning, structuring, negotiating and documenting strategic merger and acquisition transactions as well as dispositions of sophisticated enterprises.

General Counsel, Public Reporting and Strategic Advice

Ben acts as outside general counsel for numerous public and private companies, applying a business-like approach to produce practical legal solutions to both day-to-day and exceptional legal challenges. In representing his public clients, Ben has successfully guided the public reporting process for clients facing accounting and SEC challenges, proxy contests, cash flow issues, litigation, shareholder activism and strategic alternatives. He frequently advises on issues related to compliance with insider trading laws and major compliance challenges. He also represents boards of directors and special committees of public companies in special situations, including “interested” transactions, investigations, executive succession planning and sensitive corporate governance issues.

Photo of William J. Tuttle William J. Tuttle

William Tuttle is a partner in the Corporate Department and focuses his practice on capital markets and corporate matters. Will represents business development companies (BDCs), asset managers, issuers, closed-end funds and underwriters/investment banks. His experience includes facilitating public and private securities transactions for…

William Tuttle is a partner in the Corporate Department and focuses his practice on capital markets and corporate matters. Will represents business development companies (BDCs), asset managers, issuers, closed-end funds and underwriters/investment banks. His experience includes facilitating public and private securities transactions for investment banks and strategic mergers and acquisitions for companies. In addition, Will counsels investment advisers on structuring and forming new investment funds, with an emphasis on leveraged loan funds.

Photo of Frank Zarb Frank Zarb

Frank Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the U.S. federal securities laws, as well as on equity finance transactions regulated under those laws.

He counsels public and private companies, broker-dealers, hedge funds…

Frank Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the U.S. federal securities laws, as well as on equity finance transactions regulated under those laws.

He counsels public and private companies, broker-dealers, hedge funds, as well as other investors, on a wide range of transactional and securities regulatory compliance matters

Photo of Lily C. Desmond Lily C. Desmond

Lily Desmond is a senior counsel in the Corporate Department and a member of The Capital Markets Group. Lily concentrates her practice on capital markets transactions, including the representation of issuers, underwriters and selling security holders in domestic and international public and private…

Lily Desmond is a senior counsel in the Corporate Department and a member of The Capital Markets Group. Lily concentrates her practice on capital markets transactions, including the representation of issuers, underwriters and selling security holders in domestic and international public and private debt and equity offerings. Lily also advises clients on corporate governance matters, periodic reporting and other general corporate matters.

Lily’s ongoing pro bono and social responsibility practice includes support of Read Ahead, the Flatbush Avenue Business Improvement District and the Veterans Assistance Project. She is a Member of the International Human Rights Committee of the New York City Bar Association.

Photo of Steven A. Fishman Steven A. Fishman

Steven A. Fishman, a senior counsel in the Corporate Department, concentrates his practice in real estate securities, real estate private equity investments and finance matters. Steve has extensive experience in connection with acquisitions and dispositions of public and private limited partnerships and limited…

Steven A. Fishman, a senior counsel in the Corporate Department, concentrates his practice in real estate securities, real estate private equity investments and finance matters. Steve has extensive experience in connection with acquisitions and dispositions of public and private limited partnerships and limited liability companies, the formation of real estate joint ventures and private equity funds, the sale of hotel companies, and debt and equity financings.

Steve also has broad experience representing public and private corporations in all aspects of their securities filings and commercial transactions.

Photo of Steven B. Leiser-Mitchell Steven B. Leiser-Mitchell

Steven Leiser-Mitchell is an associate in the Corporate Department and a member of the Capital Markets group. His practice focuses on equity offerings, including IPOs and follow-on secondary offerings. Steven also has significant experience with debt offerings and private placements.

Prior to joining…

Steven Leiser-Mitchell is an associate in the Corporate Department and a member of the Capital Markets group. His practice focuses on equity offerings, including IPOs and follow-on secondary offerings. Steven also has significant experience with debt offerings and private placements.

Prior to joining Proskauer, Steven practiced corporate and securities law with Jones Day.