10 July 2017

US corporate law weekly news: SEC now allows all companies' draft registration statements to be filed confidentially


Beginning July 10, 2017 the SEC will expand to all companies the popular JOBS Act benefit of allowing companies to privately submit their registration statements to the SEC for nonpublic review. The SEC will review a draft initial Securities Act registration statement and related revisions on a nonpublic basis so long as the issuer confirms in a cover letter to the nonpublic draft submission that it will publicly file its registration statement and nonpublic draft submissions at least 15 days prior to among other things, any road show or, in the absence thereof, the requested effective date of the registration.

The SEC will also do so with respect to draft registration statements submitted prior to the end of the 12th month after the effective date of the issuer’s initial Securities Act registration statement or Exchange Act Section 12(b) registration; an issuer submitting a draft registration statement in these circumstances should confirm in its cover letter that it will publicly file its registration statement and nonpublic draft submissions at least 48 hours prior to any requested effective time and date. The SEC will limit its nonpublic review in these cases to the initial submission. For more information, see https://www.sec.gov/corpfin/announcement/draft-registration-statement-processing-procedures-expanded.

Category: Blog