Entities operating under bankruptcy protection are not relieved of their obligations to report periodically under the Securities Exchange Act of 1934 (Exchange Act). Companies operating under the bankruptcy laws might be eligible for relief from certain SEC filing duties under the Exchange Act provided the conditions noted in Staff Legal Bulletin No. 2 (SLB 2) are met. SLB 2 sets forth a framework for registrants to seek an accommodation from the Division of Corporation Finance to replace their quarterly (Form 10-Q) and annual (Form 10-K) financial reports with the monthly financial reports that must be filed with the Court. (See BLG 1.5 for discussion of monthly financial reports.) This accommodation, which must be requested from the SEC staff, is not automatic, and it relates only to the filing of Forms 10-Q and 10-K. SLB 2 provides guidance for preparing the accommodation request and indicates some elements the SEC staff might consider in evaluating the request. The monthly reports should be filed with the SEC on a Form 8-K within the time frame agreed upon in the accommodation request.

Registrants that have filed on Form 8-K all monthly reports required by the Bankruptcy Code while in bankruptcy may request an accommodation from the SEC to file a comprehensive annual report on Form 10-K upon emergence from bankruptcy. Such an accommodation releases the registrant from having to file multiple interim and annual reports, but generally does not reduce the information that would otherwise be included in such reports. Requests to file a comprehensive Form 10-K should be directed to the Office of the Chief Accountant, Division of Corporation Finance. If granted, the accommodation will allow the filing of a comprehensive Form 10-K, including all audited financial statements and other material information that would have been available had the registrant filed timely, complete reports during bankruptcy. This comprehensive report also must include unaudited quarterly financial statements in a level of detail consistent with the requirements of Rule 10-01(a) and (b) of Regulation S-X. The comprehensive Form 10-K will also need to include a discussion of operating results, trends, and liquidity for each interim and annual period.

This relief from the Form 10-K and Form 10-Q filing requirements does not apply to the registrant's other Exchange Act reporting obligations—for example, Form 8-K filings to disclose any material events related to the bankruptcy proceedings or other events, such as a sale of the debtor's assets or deconsolidation of a majority-owned subsidiary. Generally, any Form 8-K must continue to be filed during bankruptcy within four business days after the occurrence of a material event. At a minimum, public companies would be expected to file a Form 8-K upon filing for bankruptcy, as significant milestones are met, upon confirmation of the reorganization plan, and upon emergence. Once a reporting entity emerges from bankruptcy, it should file a Form 8-K that includes an audited balance sheet as of the date of emergence and resume filing all required financial reports in future periods.

The SEC staff has indicated that the filing of a comprehensive Form 10-K would not result in the registrant being considered "current." This may impact the registrant's ability to use certain SEC forms (e.g., Form S-8) and may have other implications. Additionally, the SEC staff has indicated that the registrant would not be eligible for Form S-3-level disclosures until it establishes a sufficient history of making timely filings. Companies should consult with their legal counsel to ensure that all relevant implications are being considered.