SEC Extends Confidential Review Procedure to all IPOs and Certain Other Offerings

July 5, 2017

On June 29, 2017, the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) announced that effective on July 10, 2017, it will permit all companies, including foreign private issuers, to submit draft registration statements in connection with initial public offerings for review on a confidential, non-public basis. This confidential review process will also be available for the initial submission of a draft registration statement for most offerings made in the first year after a company has entered the U.S. public company reporting system.

Prior to this change, confidential review of draft registration statements was available only to “emerging growth companies” (companies with, among other things, less than $1 billion of revenue in their most recently completed fiscal year) conducting an initial public offering under the Jumpstart Our Business Startups Act of 2012. A public filing period will continue to be required prior to the launch of the “road show” in connection with an IPO, and at least 48 hours prior to any requested effective time and date of a registration statement relating to offerings made in the first year after a company enters the U.S. public company reporting system.

The SEC has also addressed “frequently asked questions” concerning these new changes. If you have any questions or concerns, please one of the attorneys listed below.