January 10, 2019

Has the SEC Ever Really Shut Down Before?

Daddy, tell me a bedtime story. Do you want to hear the one about when the SEC was closed for the longest time ever? If so, you’re living it. While the government has been shut down before, the SEC nearly always has had “emergency” funds that allowed it to run at full strength while other agencies were closed. For the long government shutdown in ’95 – which this shutdown will soon pass for the “longest ever” – my recollection is that the SEC Staff was off only for a few days. The current SEC shutdown far exceeds that – two weeks today.

So we truly are in a “brave new world.” And the number of shutdown-related questions that members are posting in our “Q&A Forum” grows daily…

Removing the Delaying Amendment: More Examples

Following up on yesterday’s blog that included an example of someone removing the delaying amendment, Jeffrey Rubin of Ellenoff Grossman sent the additional examples below. Interesting to note that some companies include a reference to Section 8(a) (“This registration statement shall hereinafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as amended”), while others are silent. Some of these registration statements erroneously state that they shall become effective “As soon as practicable after this Registration Statement is declared effective.” If a registration statement is filed with no delaying amendment, companies should consider language such as “As soon as practicable after the effective date of this Registration Statement” or some variant thereof.


Gores Metropoulos
IMAC Holdings
RMG Acquisition
Andina Acquisition III
Monocle Acquisition




ACM Research
Centerstate Bank

S-4 & S-4/A

Meredith Corporation
HS Spinco
Eclipse Resources
Dominion Energy
People’s United Financial

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor Blog” – for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Securities Litigation: The Rise of “Event Driven” Claims
– How Common are “Finance Board Committees”?
– Annual Meeting Minutes: Must They Be Signed?
– Audit Committees: What to Consider Now
– “Fake News”: Crisis Management’s New Horizon?

Broc Romanek