June 30, 2017

Confidential IPO Reviews for All!

Yesterday, Corp Fin announced that it would extend eligibility for confidential review of draft registration statements to all IPO issuers – not just emerging growth companies as permitted under the JOBS Act.  In addition to IPOs, the initial filing of a registration statement for follow-on offerings within 12 months after an IPO will also be eligible for confidential review. Companies registering securities for the first time under the Exchange Act will also have the ability to have their registration statements reviewed confidentially, such as spin transactions. This new position commences July 10th.

The press release accompanying the announcement notes that permitting all new issuers to do so “will provide companies with more flexibility to plan their offering.”  Corp Fin says that this initiative is part of its “ongoing efforts to facilitate capital formation.” The position should create a significant movement towards more draft filings going into the SEC. We’ll see how many offerings make it to market this year – but this is a big change in the review process that should create some momentum. We understand more position changes can be expected as facilitating the offering process is a priority for Chair Jay Clayton and Corp Fin Director Bill Hinman.

We’re posting related memos in our “IPOs” Practice Area.

Happy Birthday, America!

Happy 241st Birthday, America!  I hope everybody has a great holiday & celebrates in style – personally, I’m planning to follow the bird’s lead.

We romanticize our nation’s founding, but in doing so, we sometimes forget what a roll of the dice it was. During a time that’s high in partisan invective and low in common decency, that’s not a bad thing to keep in mind.

The 4th of July gives us a good reason to pause for a moment & remember that, in the end, we’re all in this thing together.  As Ben Franklin put it when the Declaration of Independence was signed – “We must, indeed, all hang together, or most assuredly, we shall all hang separately.”

John Jenkins