April 1, 2022
Homeless Public Companies: The SEC Staff Says “Enough!”
We’ve blogged on several occasions about the phenomenon of “remote-first” public companies that claim to have no physical address. According to this Goodwin blog, however, the Staff has had its fill of these filings:
Numerous public companies have declared themselves a “remote-only” or “remote-first” company. Recently, we learned that the SEC Staff will not declare a registration statement effective unless the company provides a physical address on the cover page of its registration statement in response to the requirement to disclose the address of its principal executive offices. Based on our review of SEC comment letters, we think the Staff’s position is a result of various rules that require certain communications to be sent to a company’s principal executive offices, including Rules 14a-8 and 14d-3(a)(2)(i).
We understand that it is acceptable to the SEC Staff for a “remote-only” or “remote-first” company to provide a P.O. Box to meet the physical address requirement. We have also seen a company provide in response to an SEC Staff Comment that any stockholder communication required to be sent to its principal executive offices may be directed to its agent for service of process and such company had its related registration statement declared effective.
With apologies to all denizens of the metaverse, I have always thought this was a ridiculous position to take and I applaud the Staff’s decision. Frankly, the thing that’s surprised me most about the emergence of these allegedly homeless public companies is that the Corp Fin Staff has, at least until now, been willing to put up with this nonsense. If you enjoyed this curmudgeonly blog, stay tuned – I plan to address “you kids and your darn rock ‘n roll music” in an upcoming post. Also, get off my lawn.
– John Jenkins