COVID-19 has raised a number of issues specific to public companies that file reports with the U.S. Securities and Exchange Commission (SEC). These matters include the application of SEC disclosure requirements to the COVID-19 situation, logistics for upcoming shareholder meetings and administrative challenges in complying with SEC requirements.
There are many areas where existing SEC rules, while not expressly mentioning pandemics, could require disclosure of the impact of COVID-19. Such disclosure considerations could arise in the context of an annual or quarterly report. Or there could be an issue that requires more immediate disclosure through a current report on Form 8-K (or, if a foreign private issuer, a Form 6-K) or a press release. Depending on circumstances, COVID-19 disclosures also may need to be discussed in registration statements, proxy statements or information statements. Recently, the SEC staff issued guidance on disclosure and other securities law obligations that companies should consider with respect to COVID-19.