With a potential government shutdown less than 24 hours away, Corp Fin hasn’t provided any updates to the most recent version of the government shutdown guidance that it posted in March 2025. That’s probably still the best place to look for information on what a shutdown will mean for public companies, but you may also want to check out this Ropes & Gray memo on the implications of a shutdowns for SEC filers. This excerpt offers some advice on actions companies should take before and during a shutdown:

Before a shutdown (non-WKSIs without effective registration statements only)

– Consider putting a shelf registration statement in place and submitting an acceleration request as soon as your filing is substantially complete and statutory requirements are met.

– Line up any necessary EDGAR access codes and passwords given constrained staffing during a shutdown.

During a shutdown

– Continue timely Exchange Act filings via EDGAR.

– Companies with effective shelf registration statements may proceed with offerings via prospectus supplements (and, for WKSIs, via post-effective amendments, if needed).

– Non-WKSIs that must update an effective registration statement should consider whether they can proceed without a post-effective amendment that will need to be declared effective.

– For offerings relying on Rule 430A that missed the 15-day pricing window, consider Rule 462(c) post-effective amendments to restart the 15-day period.

– If the shutdown is protracted, non-WKSIs may want to evaluate whether to use the 20-day automatic effectiveness path, if available, after carefully weighing risks (eligibility, review status, unresolved comments), including the antifraud and liability provisions of the federal securities laws, which apply equally to registration statements that go effective by operation of law.

On another shutdown related topic, although the Trump administration is threatening mass firings of government employees in the event of a shutdown, Reuters is reporting that the head of the SEC’s union has told members that there’s no reason to believe that this shutdown will be different than prior ones, or that it will result in additional staff reductions.

Update: Thanks to reader Jeffrey Rubin for giving us a heads up that the SEC adopted this updated version of its Government Shutdown Operations Plan in August 2025.

– John Jenkins