SEC Corporate Finance Staff Provides Temporary Relief for Form 144 Paper Filings

Capital Markets Alert

The Division of Corporation Finance staff of the Securities Exchange Commission continues to address logistical difficulties arising from COVID-19, in this case with regard to paper Form 144 submissions. In a statement, the staff is providing temporary relief with regard to paper Forms 144 submitted during the period from April 10, 2020, through June 30, 2020. The staff advises that it will not recommend enforcement action if, in lieu of mailing or delivering paper Forms 144 pursuant to Rules 101(b)(4) or 101(c)(6) of Regulation S-T, the filer (or submitter) attaches a complete Form 144 as a PDF attachment to an email sent to [email protected].

If the filer is unable to provide a manual signature on the Form 144 submitted by email, the staff offers relief similar to the remedy provided last month for problems with manual signatures. The staff will not recommend enforcement action if the filer provides a typed form of signature in lieu of the manual signature and (i) “the signatory retains a manually signed signature page or other document authenticating, acknowledging, or otherwise adopting his or her signature that appears in typed form within the electronic submission and provides such document, as promptly as practicable, upon request by Division or other Commission staff,” (ii) such document indicates the date and time when the signature was executed” and (iii) “the filer or submitter (with the exception of natural persons) establishes and maintains policies and procedures governing this process.”

Forms 144 may still be submitted to the SEC mailroom, but the staff cautions that there may be delays in processing. The staff, as always, also reminds all signatories of the penalties for false and misleading statements under applicable federal law. As usual, the staff also states that the statement is staff guidance and not legally binding.

Please contact any member of Orrick's Capital Markets Group for further assistance regarding coronavirus implications for public companies and other legal impacts of the coronavirus on your company.