Taking the Plunge: Registration Statement Filings Without a Delaying Amendment During the Shutdown

As the U.S. government shutdown stretches into its sixth week—and in light of the SEC’s clarification that it will not be reviewing and declaring registration statements effective via the traditional route during the shutdown—issuers seeking to proceed with primary and secondary offerings are turning to a statutory alternative that permits registration statements to go automatically effective without SEC clearance.

The exchanges have indicated willingness to play along, with some regulatory caveats, and SEC leadership has publicly endorsed this method of having a registration statement go effective during the shutdown.

Continue reading on the Cleary M&A and Corporate Governance Watch blog.