Tag Archives: government shutdown

The Government Shutdown and Effectiveness of Registration Statements under Section 8(a)

Given the shutdown of the SEC as part of the wider government shutdown, we are seeing many registration statements being filed with no delaying amendment language and with the language required by Rule 473 to allow automatic effectiveness in 20 days in accordance with Section 8(a) of the Securities Act.  In the last two weeks, at least 30 such registration statements have been filed.  In all of 2018, there were only three such registration statements, and in all of 2017, there were only two.  Obviously, the deals must go on, and corporate issuers and their counsel have seen the Division of Corporation Finance’s FAQs regarding Actions During Government Shutdown and have heeded the answers set forth therein.  (For now, the FAQs are posted on the Division of Corporation Finance’s homepage.)

The first of these “automatically effective” registration statements filed in 2019 was on Form S-4 in connection with the pending merger of BSB Bancorp and People’s United Financial, Inc.  Since then, issuers have filed these registration statements on Forms S-1, S-3 and S-4 in connection with a variety of transactions.  If the government shutdown continues, we should expect to see many more of these filings.