SEC Expands Availability of Confidential Review Process
On June 29, 2017, the Division of Corporation Finance of the Securities and Exchange Commission announced that, beginning July 10, 2017, confidential SEC Staff review of registration statements submitted in connection with initial public offerings will be available to all issuers, and not only to issuers with less than $1.07 billion in annual revenue that otherwise qualify as “emerging growth companies,” or EGCs. In addition, confidential review will now also be available for registration statements submitted in connection with spin-offs and for registration statements submitted prior to the end of the twelfth month following the issuer’s IPO or spin-off. Confidential review has been one of the most popular of the capital access reforms implemented by The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), but prior to the new policy had been available only to EGCs and only in connection with an IPO.