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SEC Corp Fin Restarts Reviews, Sets Post-Shutdown Rules for 900+ Filings

Fresh Q&A guidance clarifies post-shutdown processing to reduce uncertainty for issuers.

Overview

  • The Division says it is working expeditiously to clear a backlog of more than 900 registration statements and will review filings in the order received.
  • Companies that removed or omitted delaying amendments during the closure need not reinsert them, allowing effectiveness by lapse of time under Section 8(a) subject to antifraud liability.
  • Staff will not recommend enforcement if pricing and price‑dependent information omitted under Rule 430A during the shutdown becomes effective by operation of law after reopening.
  • Acceleration under Rule 461 remains available if a delaying amendment is added before the 20‑day period ends, and post‑effective amendments filed during the shutdown will be declared effective unless issuers request a later date.
  • Form 10 registrations will automatically become effective after 60 days and proxy filers may go definitive after 10 days, while crypto press reports say the SEC is engaging Congress on potential bitcoin and crypto market‑structure legislation before year‑end.