Recently, Corp Fin issued this no-action letter to Sumisho Air Lease Corporation – with assistance from Cooley’s JP Motley and Justin Kisner! – that updates and extends the framework established 30 years ago in Lamar Advertising governing Form S-3 eligibility during a short voluntary Exchange Act reporting period. The Staff also revised Securities Act Forms CFI Question 115.15 to note the Staff’s updated position and reference the new no-action letter.
This is important because some companies find themselves briefly outside the mandatory Exchange Act reporting as a result of the automatic suspension mechanism in Section 15(d), but they have the intention to continue filing periodic and current reports and preserve access to the registered public capital markets. They may struggle to navigate the automatic suspension mechanism in Section 15(d).
Corp Fin’s new interpretive guidance extends Lamar Advertising by carrying forward its core principle that a temporary voluntary filer can retain Form S-3 eligibility – and updates the framework by recognizing that the return to mandatory reporting status can also be achieved through a compelled Section 10(a)(3) shelf update (here the 2026 Form 10-K, as a functional equivalent of new Section 12 registration).
That update rests, among other reasons, on a straightforward policy point: that public disclosure remains continuous and uninterrupted throughout the voluntary period, which satisfies the disclosure premise underlying Form S-3. Corp Fin’s concurrence allows Sumisho Air Lease to continue offering securities under its 2024 shelf during the voluntary reporting period, to rely on that shelf following the 2026 Form 10-K Section 10(a)(3) update and to file subsequent Form S-3 registration statements in reliance on the SEC Staff’s position.
Note that the outcome is also consistent with the policy direction reflected in the SEC’s Registered Offering Reform Proposing Release (No. 33-11418, May 19, 2026), which proposes eliminating General Instruction I.A.3’s twelve-month seasoning requirement altogether.
Authored by
Broc Romanek