Last night, we came one step closer to an end to the federal government shutdown, with the Rules Committee of the House of Representatives voting to advance the Senate-passed bill that I mentioned in the blog on Monday. The House is scheduled to reconvene at noon today, and votes on the bill could begin as early as 4:00 pm this afternoon. While one should never count one’s chickens before they hatch, the Speaker of the House appears confident that he has the votes to pass the bill. Once the House passes the bill, it is off to the President for his signature. If all of this goes according to plan, we could see appropriations restored by tonight or tomorrow.

This leads us to the inevitable question: How soon could the SEC be back up and running once an appropriations bill has been enacted? For an answer to this question, we look to the SEC’s Operations Plan Under a Lapse in Appropriations and Government Shutdown, which was last updated in August 2025. With regard to the resumption of operations following an end to the government shutdown, the Operations Plan states:

Resumption of Duties

Non-excepted employees should monitor the news for information on an additional appropriations bill and, unless told otherwise, should report back to duty on their next scheduled workday once a continuing resolution or an appropriations bill is enacted (passed by the House and the Senate and signed by the President).

– The Agency will use the SECAlerts system to notify employees regarding changes in Agency status. Plans for restarting Information Technology (IT) systems and avoiding any data loss or interruption may include requiring that some IT personnel report to work earlier than their normal work schedule to ensure that IT systems are up and running as soon as possible.

– Procedures for resuming program activities, particularly related to contracts, may include steps to ensure appropriate oversight and disbursement of funds. Office of Financial Management staff will make sure all financial transactions that occurred during the lapse in appropriations are processed and recorded accurately in the agency’s financial system.

Under this guidance, the SEC could be back up and running as soon as tomorrow if the appropriations legislation is enacted today. In trying to glean how the SEC – and in particular Corp Fin – will resume its operations, we can look back to how things played out at the end of the 2018-2019 government shutdown during the first Trump Administration.

The 2018-2019 government shutdown ended on a Friday, so the SEC had some time over the weekend to get ready for the onslaught when its doors reopened on Monday. The Corp Fin Staff posted transition guidance on Sunday, January 27 noting the “first come, first served” approach that I mentioned in the blog on Monday, but also indicating that that the Staff would consider requests to accelerate the effective date of registration statements that were filed without delaying amendments or amended to remove delaying amendments if the issuer amended the registration statement to include a delaying amendment prior to the end of the 20-day period. The transition guidance also noted that response times for things such as comment response letters, financial statement waiver requests, and no-action and interpretive requests would be longer than normal. We will be on the lookout to see if the Staff issues similar transition guidance when the current government shutdown ends.

My blog on Monday and the sudden prospect of an end to the government shutdown has prompted a flurry of questions, and I attempt to answer some of them below. I qualify all of this by noting that any Staff guidance that is forthcoming following an end to the government shutdown will supersede any of the guidance that I am going out on a limb here to provide.

Will the Corp Fin Staff apply the same screening criteria when determining whether to review registration statements and proxy statements that were filed during the course of the government shutdown?

While it is entirely within Corp Fin’s discretion to review a registration statement or a proxy statement, we know that following the 2018-2019 government shutdown, the Staff was generally trying to “clear the decks” of pending filings as quickly as possible. Practically speaking, it would be very difficult for the Staff to go back and review pending filings, and the current leadership at the SEC has indicated that it does not want to stand in the way of capital formation. For these reasons, it seems likely that the Staff will not undertake reviews of a significant number of pending filings and will work with issuers to get registration statements effective as quickly as possible.

If the SEC reopens during the 10-day waiting period for my preliminary proxy statement, should I wait to hear from the Staff for some time following the expiration of the 10-day waiting period before I mail and file definitive materials?

In my view, the Staff has always consistently held the view that, whether the agency is open or not, if you do not hear from the Staff during the 10-day period, then you are free to mail and file your definitive materials. For the same reasons that I mentioned above, I don’t think that the Staff will be particularly interested in reviewing preliminary proxy statements given the backlog.

An issuer removed the delaying amendment from its registration statement, and as a result the registration statement will go effective on the same day that the SEC reopens following the government shutdown. What should that issuer do?

Subject to further general guidance from the Staff, if this issuer does not hear directly from the Staff upon reopening, I think that it would be reasonable to allow the registration statement to go effective under Section 8(a) of the Securities Act and proceed with the offering. Following the 2018-2019 shutdown, the Staff took a case-by-case approach to registration statements without delaying amendments. As in prior shutdown situations, I suspect that the Staff has been monitoring those registration statements that do not have delaying amendments so they will be ready to contact issuers once agency operations resume.

How will the NYSE and Nasdaq approach the SEC’s reopening following the government shutdown?

I expect that the exchanges will revert back to their pre-shutdown approach to IPO issuers seeking to list on the exchanges, in that they will expect issuers to resolve all staff comments before approving a listing. The exchanges do not face a backlog situation, because they were open during the shutdown.

Let’s keep our collective fingers crossed that this government shutdown nightmare will soon be over!

– Dave Lynn