SEC Statement on COVID-19 Disclosure

The Chair of the SEC and the Director of the SEC’s Division of Corporation Finance put out an unusual joint statement emphasizing the importance of disclosures about the potential impacts of COVID-19, particularly in light of upcoming earnings releases and analyst and investor calls. They "urge companies to provide as much information as is practicable regarding their current financial and operating status, as well as their future operational and financial planning." Disclosures should respond to investor interest in: (1) where the company stands today, operationally and financially, (2) how the company’s COVID-19 response, including its efforts to protect the health and well-being of its workforce and its customers, is progressing, and (3) how its operations and financial condition may change as collective efforts to fight COVID-19 progress. Among other things, the statement stresses the need for forward-looking information about the possible consequences to each company (and promises not to second guess companies’ good faith efforts). Notably the statement observes that "Historical information may be relatively less significant." We recommend as each public company considers its upcoming public disclosures to review this statement in detail and try to respond to the expectations and requests that it contains.