Securities Regulation

With the U.S. government reopening after a 43-day shutdown, the Securities and Exchange Commission Division of Corporation Finance (the “Division”) issued new Q&As on November 13, 2025 addressing certain post-shutdown issues, including the treatment of pending registration statements and proxy statements that were filed during the shutdown. Importantly, the guidance provides that:

• Issuers that filed new or amended registration statements without a delaying amendment during the government shutdown do not need to file an amendment to their registration statements to add a delaying amendment. Those registration statements will still become effective automatically 20 days after the filing date under Section 8(a) of the Securities Act of 1933 (the “Securities Act”).
• Issuers that filed new or amended registration statements without a delaying amendment during the government shutdown can still rely on Rule 430A, which provides a basis for companies to launch IPOs with a price range on the cover of their prospectus notwithstanding that the registration statement will become effective automatically.
• If an issuer that filed a registration statement without a delaying amendment wishes to have the registration statement declared effective before the automatic 20-day period ends, it will need to file an amendment to its registration statement to include a delaying amendment and request acceleration under Rule 461.
• For proxy statements and information statements, companies may proceed to file definitive materials once the 10-day waiting period has passed, even if the preliminary versions were filed during the government shutdown, except if the Division indicated that it would review the filing prior to the government shutdown.

The Division reminded issuers that the liability and anti-fraud provisions of the federal securities laws apply to registration statements that go effective automatically under Section 8(a), and that such issuers must ensure their filings do not contain material misstatements or omissions of material information required to be stated therein or necessary to make the statements therein not misleading. The Division also indicated that it would continue to review filings that were under review or which the Division indicated that it would review prior to the government shutdown in the order in which the filings were received.

The Division indicated that issuers filed over 900 registration statements during the shutdown and that the staff of the Division will review filings in the order in which they were received, suggesting that response times for comment letters, waivers and interpretive requests may initially take longer than usual until the backlog is cleared. Nevertheless, the guidance reflects the SEC’s intent not to impede IPOs and other securities offerings, allowing companies that filed during the shutdown to proceed under multiple paths.

Gibson Dunn’s lawyers are available to assist with any questions you may have regarding the SEC’s latest guidance and related compliance considerations under federal securities laws and regulations.

We, the partners of Gibson Dunn’s Securities Regulation and Corporate Governance Practice Group, are proud to congratulate our friend and colleague James J. Moloney on his appointment as the Director of the Division of Corporation Finance at the Securities and Exchange Commission.