United States:
The Disclosure Industry Working Group encourages timely disclosures of Covid-19
December 14, 2020
McCarter & English
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The Disclosure Industry Working Group reminds issuers of this
The applicable registration deadlines were not followed by or by the
United States Securities and Exchange Commission (SEC) or the Internal
Revenue Service (IRS) and encourages all issuers to discuss
Disclosure of COVID-19 with your entire funding team, including
their attorney for borrowing and / or disclosure. In his
Publication, General Continuous Disclosure Considerations for
Municipal issuers of securities, including this one
COVID-19 Financial Considerations That Work
The group provides guidance on the following topics:
- Essential event filing: A material event
Submission must be completed within 10 working days of occurrence
a material event; Despite the pandemic, the SEC didn't
relaxed these reporting requirements under SEC Rule 15c2-12 of
Securities Exchange Act. - Knowledge of your annual disclosure
Events: Despite the pandemic, the SEC didn't
Suspension of the annual disclosure requirements according to the SEC rule
15c2-12 of the Securities Exchange Act. - Annual Continuous Disclosure: If
All or part of the annual continuous disclosure information is available
not available by the registration deadline, issuer (and obliged
Individuals) must submit a non-disclosure notice. The working group
notes the importance of giving the reasons why
Part of the filing is too late. - Good investor relations: In memory of
Information to investors and rating agencies, issuers (and
obligated persons) may want to consider disclosing the same
Information on their websites or through a submission to the community
Electronic Municipal Market of the Securities Rulemaking Board
Access system (EMMA). - Determine whether and / or when to work voluntarily
Disclosure documents: Issuers (and obligated persons)
may face fiscal challenges due to the COVID-19 pandemic.
Issuers (and obligated persons) should discuss adequacy.
the content and context of voluntary disclosure of such taxes
Challenges with your Bond Counsel and / or Disclosure Counsel. - Presentation of the voluntary disclosure of COVID-19
Information: As discussed in the SEC's public statement dated May 4, 2020, Chairman
Jay Clayton and Rebecca Olsen, director of the SEC's office of
Municipal securities, encourage municipal issuers to deploy
Investors with forward-looking information about the impact of
COVID-19 on their financial and operational conditions. - EMMA registrations: All filings to EMMA should
for all relevant CUSIP numbers and can be filed under
several storage categories in the EMMA system. - Compliance with tax law after issuance
Purpose: The IRS has not suspended them
Responsibilities of issuers of municipal debt after the issue.
The content of this article is intended to provide a general overview
Guide to the subject. Expert advice should be obtained
about your particular circumstances.
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