United States

SEC expands draft registration process


As a result of the Jumpstart Our Business Startups Act, emerging growth companies were allowed to submit draft registration statements confidentially for review. Recently, the SEC’s Division of Corporation Finance announced that, effective July 10, 2017, it will permit all companies to submit draft registration statements relating to initial public offerings for review on a non-public basis, provided the issuer confirms that it will publicly file its registration statement and nonpublic draft submissions at least 15 days prior to any road show or, in the absence of a road show, at least 15 days prior to the requested effective date of the registration statement.

This process also will be available for most offerings made in the first year after a company has entered the public reporting system. While an issuer should take all steps to ensure that a draft registration statement is substantially complete when submitted, the SEC will not delay processing if an issuer reasonably believes omitted financial information will not be required at the time the registration statement is publicly filed.