SEC Allows Confidential Review of Registration Statements

On June 29, 2017, the Securities and Exchange Commission (the “SEC”) announced that it would allow issuers to submit draft registration statements for confidential review with respect to initial public offerings (“IPOs”), initial registration statements for classes of securities under Section 12(b) of the Securities Exchange Act of 1934 or a follow-on offering to one of the former two within 1 year.  Under the Jumpstart Our Business Startups Act of 2012, confidential submissions to the SEC of draft registration statements for IPOs of Emerging Growth Companies were already allowed,  Such submissions were also allowed in certain circumstances for Foreign Private Issuers  The expansion of this to other issuers is intended to encourage the use of the U.S. capital markets, although some commentators question whether this will happen as usually larger companies will be prepared to come to market before any submission is made and there remain some confidentiality concerns. But it may encourage smaller companies to seek early review of draft registration statements, even if they ultimately decide not to come to market.