The Government Shutdown May Impact the Timing of Your Deal

By: Isabelle A Dinerman

As the partial federal government shutdown enters its thirteenth day, political pundits predict that the shutdown is likely to continue with no end in sight while lawmakers struggle to make a deal. The SEC has posted information regarding its limited operational status (as well as a copy of its operational plan for a government shutdown) on its website at The SEC noted on its website that its staff will still be available to respond to emergency situations involving market integrity and investor protection during the shutdown.

The Division of Corporation Finance has also posted a Q&A on the SEC website to explain which of the division’s operations are continuing during the shutdown. Corp Fin has confirmed that only a limited number of its staff are available to answer questions relating to fee calculations for filings (but such personnel will not be permitted to respond to your other non-fee related questions). As noted in the SEC’s operational plan, the EDGAR system is operated pursuant to a contract and so will remain open to accept filings for as long as funding for the contractor remains available. However, while EDGAR will accept registration statements, offering statements and other filings during the shutdown, the SEC will not be able to declare registration statements (or post-effective amendments to registration statements) effective, nor qualify Form 1-A offering statements, during this time. This may impact the timing of your offering or other transaction.

We invite you to contact us if you have any questions regarding how the shutdown may affect your deal or filing with the SEC.

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