TheCorporateCounsel.net

Hopefully, nobody reading this is currently dealing with a “late filer” situation. But most securities lawyers are faced with this issue at one point or another during their career. This 13-page Winston & Strawn memo is a good, up-to-date resource that covers the multitude of consequences & considerations that a late SEC filing can trigger:

– Notice to the SEC

– Exchange Act enforcement consequences

– Disclosure issues and insider trading concerns

– NYSE and Nasdaq issues

– Form S-3, Form F-3, and WKSI eligibility (including waivers of eligibility requirements and alternative approaches to registration statements during ineligibility)

– Requests for filing date adjustments

– Form S-8

– Form S-4 and Form F-4

– Resales of restricted or control securities

– Indentures and credit agreement covenants

The memo points out that when there’s a late filing, there is often some other big issue happening at the company that demands attention. So, understanding the late filing consequences and preparing in advance for those can alleviate some brain damage during a stressful time. Check out more resources in our “Late SEC Filings” Practice Area.

– Liz Dunshee