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SEC to expand confidential review process of draft initial registration statements

  • SEC (US Securities and Exchange Commission) Image

Jun 30, 2017

The SEC’s Division of Corporation Finance has announced that the SEC is expanding to all companies certain benefits related to the confidential review process for draft initial registration statements under the Jumpstart Our Business Startups (JOBS) Act.

According to the announcement, effective July 10, 2017:

  • Any company will be able to provide a confidential draft initial public offering registration statement to the SEC staff for review before the company’s public filing. The company will be required to publicly file such draft and any related amendments with the SEC no later than 15 days before its roadshow or requested effective date.
  • An issuer may voluntarily submit a draft registration statement within one year of the effective date of its initial Securities Act registration statement or its Exchange Act Section 12(b) registration statement, for review on a nonpublic basis.
  • The SEC will not delay processing a draft registration statement if an issuer reasonably believes that omitted financial information will not be required at the time the registration statement is publicly filed.
  • The SEC will continue to consider any waiver requests made under Regulation S-X, Rule 3-13.  
  • Foreign private issuers can elect to avail themselves of these benefits.

For more information, see the press release, announcement, and FAQs on the SEC’s Web site.

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