Shutdown Updates From Corp Fin—How Did They Do That?

You'll recall that, at the end of last year prior to the shutdown, Corp Fin posted a series of FAQs designed to help companies in the registration process (or contemplating offerings) but expected to be caught in the shutdown. (See this PubCo post.) Corp Fin has now updated those FAQs, revising numbers 4 and 5 and adding new numbers 6 and 9, briefly summarized below. (The mystery is how Corp Fin was able to prepare the updates if no one was permitted to work?)

1. If a registration statement was declared effective prior to the shutdown, but the offering was not priced within the 15-day time period provided in Rule 430A, the company can still use Rule 430A (and that's because the registration statement was declared effective prior to the shutdown), and may file post-effective amendments, as necessary, under Rule 462(c) to restart the 15-business-day period. (Post-effective amendments filed pursuant to Rule 462(c) are effective upon filing.) As a result, at the time of