Earlier this week, we blogged about the SEC’s SolarWinds enforcement inquiries. This morning, the SEC issued guidance in the form of 19 FAQs for responding to the voluntary request for information relating to a SolarWinds inquiry.

For most companies, the important points are:

  • The SEC identified the specific compromised versions of the software: Version 2020.2 (with no hotfix); Orion Platform software version 2020.2 HF 1; and Orion Platform software version 2019.4 HF 5.
  • If a recipient’s responses to Items 1(a) and 1(b) do not include any of those versions of the Orion Platform software, then it does not need to respond to Request Nos. 2-5 of Attachment A.
  • The SEC repeated its position that Question 5, which seeks information about “other compromises” includes non-material events. Our prior guidance regarding how to respond to question 5 remains unchanged.

 

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Photo of Jason Day Jason Day

Jason Day is the firmwide chair of the Corporate practice and a member of the firm’s Executive Committee. Jason serves as a trusted advisor to public companies on their most sensitive securities and corporate governance matters. He regularly counsels public company boards of…

Jason Day is the firmwide chair of the Corporate practice and a member of the firm’s Executive Committee. Jason serves as a trusted advisor to public companies on their most sensitive securities and corporate governance matters. He regularly counsels public company boards of directors and management on SEC disclosure obligations, fiduciary duties, internal investigations, proxy advisory firm standards and stockholder activism matters.

Jason has represented issuers and underwriters in dozens of capital markets offerings, including underwritten equity and debt offerings, initial public offerings, Rule 144A offerings and convertible note offerings, among others. He also counsels companies and their boards on public company change in control transactions, including mergers, tender offers, and SPAC transactions.