Narrative Overview
On November 13, 2025, the SEC issued post-shutdown guidance to help issuers navigate filings that became effective by operation of law during the closure. The Division of Corporation Finance (“CorpFin”) clarified how registration statements, proxy filings, and post-effective amendments will be handled. Issuers who filed without delaying amendments or omitted certain information under Rule 430A now have specific options to ensure compliance and manage liability. The Staff also outlined procedures for acceleration requests, proxy statements, and pending reviews. This guidance confirmed how updated CorpFin guidance issued during the shutdown (the “Updated Oct. 9 Guidance”) will work now that the shutdown has ended. [i]
Key Points
- Registration Statements Without Delaying Amendments: These become effective after 20 days by operation of law under Section 8(a).
- Omitted Rule 430A Information: SEC will (continue to) not recommend enforcement if pricing info was omitted under this rule during the shutdown and statement went effective automatically (following the Updated Oct. 9 Guidance).
- Acceleration Requests: Issuers can reinsert a delaying amendment and request acceleration under Rule 461.
- Post-Effective Amendments: Filed during shutdown? Staff will declare them effective unless delay requested.
- Proxy/Information Statements: If the 10-day waiting period has expired, definitive statements can be filed.
- Form 10 Filings: Automatically effective after 60 days, triggering Exchange Act reporting.
- Pending Reviews: Staff will resume reviews in the order received, including drafts submitted during shutdown.
Checklist for Issuers
- Confirm Effectiveness: Check if your registration statement became effective by operation of law (20-day rule).
- Review Disclosure Completeness: Ensure prospectus meets Section 10(a) requirements; ask if material info is missing from prospectus and whether supplemental filings are necessary.
- Acceleration Options: If you want control over timing, reinsert delaying amendment and request acceleration under Rule 461.
- Pricing Information: If Rule 430A info was omitted, confirm compliance with antifraud provisions. Note: that this advice applies to any registration statement, particularly ones where the delaying amendment was pulled. Registrants need to ensure that disclosure does not have material misstatements or omissions.
- Proxy Statements: It is possible to file definitive proxy if 10-day period expired; but verify that have addressed prior SEC comments.
- Post-Effective Amendments: Confirm whether amendments filed during shutdown need further action.
- Form 10 Filings: Prepare for Exchange Act reporting obligations after 60-day automatic effectiveness.
- Monitor SEC Review Queue: Track pending reviews and respond promptly to staff comments.
