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SEC updates announcement regarding expansion of nonpublic review process for draft registration statements and publishes new C&DIs

  • SEC (US Securities and Exchange Commission) Image

Aug 21, 2017

The SEC has updated its June 29, 2017, announcement that it is extending to all companies benefits that are similar to those it has extended to emerging growth companies (EGCs) regarding the confidential review process for draft registration statements under the Jumpstart Our Business Startups (JOBS) Act. The updates are intended to clarify the factors a company considers in determining whether it is eligible to use the expanded nonpublic review process.

The announcement notes that the nonpublic review process is “available for Securities Act registration statements prior to the issuer’s initial public offering date and for Securities Act registration statements within one year of the IPO. In identifying the initial public offering date, we will refer to Section 101(c) of the JOBS Act. The nonpublic review process is available for the initial registration of a class of securities under Exchange Act Section 12(b) on Form 10, 20-F or 40-F.”

In addition, the SEC’s Division of Corporation Finance has published two new compliance and disclosure interpretations (C&DIs) related to Securities Act forms. The new C&DIs (Question 101.04 and Question 101.05) clarify when an EGC and a non-EGC, respectively, may omit from its draft registration statement interim and annual financial information that it reasonably believes will not need to be presented separately at the time it files its registration statement publicly. Question 101.04 was added to reflect the updates the SEC made to Question 1 of its Fixing America's Surface Transportation (FAST) Act C&DIs.

For more information about the SEC’s updated announcement, see the press release on the SEC’s Web site as well as Deloitte's Heads Up newsletter.


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