On March 8, 2020, we discussed on a post (available here) about the announcement (available here) by the Securities and Exchange Commission (the “Commission”) that providedconditional regulatory relief (Order available here) for certain filing obligations under the federal securities laws to companies impacted by the coronavirus disease 2019 (“COVID-19”).
In response to the Commission’s announcement, Nasdaq issued an Issuer Alert 2020-1 (available here), stating that “Nasdaq-listed companies impacted by the COVID-19 outbreak that satisfy the conditions in the Commission’s Order and are eligible for the 45 day extension to file will not be deficient under Nasdaq Rule 5250(c) (which requires companies to timely file all required periodic financial reports with the Commission, available here), for failing to file Exchange Act reports by the existing deadlines and will not receive a deficiency letter from Nasdaq.”
In addition, Nasdaq stated that Nasdaq-listed companies that satisfy the conditions and requirements in the Commission’s Order are exempt from Regulation 14A (including Rule 14a-16) and therefore will satisfy Nasdaq Listing Rules 5250(d) (available here) and 5620(b) (available here). Nasdaq’s response is in connection with the following requirements imposed on Nasdaq-listed companies:
• Rule 5250(d)(1) (available here), to make their annual reports available to shareholders; • Rules 5250(d)(2) and (3) (available here), to make their quarterly and interim reports available to shareholders; and • Rule 5620(b) (available here), to solicit proxies and provide proxy statements for meetings of shareholders.
Nasdaq recognizes that the COVID-19 outbreak also may create challenges and difficulties for some companies in satisfying other Nasdaq Listing Rules. Companies so impacted, or that have any questions regarding the application of the Commission’s Order to the Nasdaq Listing Rules, may contact their Listing Analyst or the Nasdaq Listing Qualifications Department at +1-301-978-8008 or firstname.lastname@example.org.
We would like to thank Rodrigo Surcan in our New York office for his work on this article.