New measures to assist companies planning public offerings are being introduced by the Securities and Exchange Commission.
The SEC announced that its Division of Corporation Finance is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review, to help facilitate capital formation for those firms.
The measures continue to build upon the 2012 JOBS Act, which permitted certain companies to confidentially submit for staff review a draft registration statement for an initial public offering.
Five years later, the SEC expanded those accommodations to all companies conducting certain securities offerings, including initial public offerings and follow-on offerings within one year of their initial offering.
The latest steps provide further enhancement of the accommodations for companies submitting draft registration statements for nonpublic review.
“Over the years, staff have observed companies seeking to raise capital are taking advantage of the nonpublic review process when available. Expanding these popular accommodations will provide new and existing companies greater flexibility to explore and plan public offerings,” said Cicely LaMothe, Acting Director of the SEC’s Division of Corporation Finance. “These enhanced accommodations will further support capital formation while retaining investor protections available to purchasers in public offerings.”
The new measures expand the types of forms eligible to be submitted as draft registration statements for nonpublic review. They also allow reporting companies to submit draft registration statements for nonpublic review regardless of how much time has passed since their initial public offering. In addition, companies will be given more flexibility to start the review process earlier by omitting certain underwriter disclosures from their initial submissions.
Companies with questions about their eligibility to use the enhanced accommodations can submit their inquiries to [email protected].
The attorneys at Hyman Cotter PC were formerly senior attorneys in the SEC’s Division of Enforcement. We have represented clients in regulatory matters while working at Morgan Stanley and in private practice at some of the world’s largest law firms. Therefore, we understand the complexities that come with being the subject of a regulatory inquiry, and we have the experience to guide and advise you through any type of regulatory investigation. If you are the subject of a regulatory proceeding, contact Hyman Cotter PC at 312-291-4600 or through our online contact form for a free consultation.
