Title I of the Jumpstart Our Business Startups (JOBS) Act changes the Securities Act of 1933 to allow an emerging growth company (EGC) to provide a confidential-draft initial public offering registration statement to the SEC staff for review before its public filing (i.e., the SEC is prohibited from disclosing the information being reviewed). On April 5, 2012, because the EDGAR system was not yet fully equipped to receive electronically uploaded documents from EGCs, the SEC's Division of Corporation Finance announced a temporary implementation plan for such reviews. In addition, non-EGC foreign private issuers (FPIs) that are eligible for confidential reviews (i.e., under an existing SEC staff policy) have also been required to follow the same process as the one described for EGCs.

On May 11, the SEC staff issued an announcement about the confidential submission and review process for EGCs and eligible FPIs. The SEC has implemented a secure e-mail system for entities to use for the confidential submission process. The system will be used as a platform for submitting a draft registration statement and for the SEC staff to provide entities with review comments in a confidential manner. The e-mail system replaces the process implemented in the staff’s April 5 announcement. Detailed instructions for the submission process are available on the SEC’s Web site.

For more information on the JOBS Act, see Deloitte's April 2, 2012 (updated May 8, 2012), Heads Up.