The New SEC Policy on Confidential Review of Registration Statements

July 9, 2017

On June 29, 2017, the SEC Division of Corporation Finance announced that starting July 10, as part of its efforts to facilitate capital formation, it is expanding the circumstances in which an issuer may submit a draft registration statement for nonpublic review.

In connection with IPOs, initial exchange listings and follow-on offerings within one year of an IPO or initial exchange listing, all issuers can take advantage of the SEC’s nonpublic review process, which was previously available only to emerging growth companies and, in certain circumstances, foreign private issuers. The new policy demonstrates the SEC’s interest in giving issuers more flexibility to access public markets and is an example of an SEC staff initiative to bolster capital formation that does not require SEC rulemaking or Congressional legislation.