Initial Impacts of the Government Shutdown on SEC Operations
Client Alert | September 30, 2025
Division of Corporation Finance Statements on the Government Shutdown
A partial shutdown of the federal government is on track to occur at 12:01 a.m. ET on Wednesday, October 1, 2025, if Congress is unable to reach agreement on legislation funding the government. The Securities and Exchange Commission (the “SEC”) Division of Corporation Finance (the “Division”) announced today that, after 5:30 p.m. EST, “the Division of Corporation Finance and the Division of Investment Management will not be in a position to act upon any … requests [for effectiveness] until the SEC receives appropriations to fund its operations.” The Division advised that commencing October 1, a limited number of staff would be available to answer questions relating to fee calculations and emergency filing relief and it directed filers needing assistance with such matters to submit a request and contact information to CFEmergency@sec.gov.
The Division also provided a Q&A with its announcement addressing potential impacts before, during and after a potential shutdown. The Division reiterated, however, that in all situations, responsibility for complete and accurate disclosure remains with the company and others involved in the preparation of a company’s filings.
EDGAR Filings: EDGAR Remains Open
Regardless of the SEC’s operating status, the EDGAR filing system will continue to accept reports, registration statements, offering statements, preliminary and definitive proxy or information statements, tender offer filings, Section 16 insider and Schedules 13D-G beneficial ownership and transaction reports, and other filings. Accordingly, public companies must continue to file periodic and current reports when due on Forms 10-K, 10-Q and 8-K. Similarly, filers must continue to file other required reports, soliciting materials, and other filings when due (for the purposes of rules involving “business” day counting, the days for which the government is shut down—other than Saturday, Sunday or a federal holiday—will continue to count as “business days”).
Shareholder Proposals, Preliminary Proxies, and Requests for Relief: Staff Review Paused
The Division will not be able to review or respond to shareholder proposal no-action requests but will likely return to reviewing them when the SEC’s operations resume. Registrants can continue to timely submit those letters under Rule 14a-8(j). If a company needs to file its proxy materials before receiving a response, note that Rule 14a-8 does not require the company to wait for the Staff’s response, but excluding a proposal without the Division’s concurrence with a no-action request, a court order or the proposal’s withdrawal creates SEC enforcement risk, and proxy advisors may recommend votes “against” directors in that situation.
Likewise, the Division will not be able to review preliminary proxy or information statements, which should continue to be filed at least 10 calendar days prior to the date definitive materials are first sent to shareholders. The Division may review previously filed proxy or information statements after the SEC’s operations resume.
During a shutdown, the Staff will be unable to provide interpretative guidance, no-action or exemptive relief other than, in limited circumstances, emergency relief under Rule 3-13 of Regulation S-X. (The Q&A provides instructions on where to submit such emergency relief requests and the required content of the submission.)
Transactional Filings and Registration Statements: Impacts of a Shutdown
Public companies that have an effective shelf registration statement on file can undertake a shelf takedown during a shutdown. Also, automatically effective registration statements (e.g., Form S-8 and Form S-3ASR) can be filed and will go effective during a shutdown.
A prolonged shutdown could create difficulties for the IPO market and for public companies that do not qualify as “Well Known Seasoned Issuers” (WKSIs) and do not have an effective shelf registration statement.
If not accelerated, registration statements on Forms S-1 and S-3 become effective 20 days after their most recent public filing, unless subject to a “delaying amendment.” Companies may file a registration statement without a delaying amendment, or, in the case of an already-filed registration statement, an amendment to remove the delaying amendment, in order to allow the registration statement to become effective 20 days after such filing. Should SEC operations restart prior to effectiveness, the Division may ask that the registration statement be amended to include the delaying amendment. If a delaying amendment is removed, the Division notes that the registration statement must be amended to include all information required by the form, since Rule 430A is only available for registration statements that are declared effective.
Exchange Act registration statements’ effective dates will vary depending on whether the company is registering a class of securities under Section 12(b) or Section 12(g) and based on the Exchange Act Form being used to register (i.e., Form 10 versus Form 8-A). For example, a Section 12(g) Form 10 becomes effective 60 days after filing, while a Section 12(b) Form 10 becomes effective 30 days after receipt by the SEC from a national securities exchange certifying the company’s securities have been approved for listing. Neither are subject to a delay of effectiveness. During the shutdown, companies should consider the timing of the initial filing of an Exchange Act registration statement, the applicable effective date for the form type, and if they wish to avoid going effective on a voluntarily filed registration statement, whether to withdraw the registration statement prior to the applicable effective date.
Finally, if Congress is unable to reach an agreement, the White House has indicated the possibility of larger scale reductions in force across the federal government. If this was to occur, the SEC may have to further limit the agency’s and the Division’s activities. The SEC has also posted its plan of operations during a lapse in funding and government shutdown.
Gibson Dunn’s lawyers are available to assist with any questions you may have regarding the SEC’s announcement, or federal securities laws and regulations more generally. Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any of the following leaders and members of the firm’s Securities Regulation & Corporate Governance or Capital Markets practice groups:
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Brian J. Lane – Washington, D.C. (+1 202.887.3646, blane@gibsondunn.com)
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Lori Zyskowski – New York (+1 212.351.2309, lzyskowski@gibsondunn.com)
Capital Markets:
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