Confidential Registration Statements And Going Public - Securiites Lawyer 101
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The document discusses the confidential submission of draft SEC registration statements under the JOBS Act, highlighting that emerging growth companies can file such submissions confidentially before public offerings. It outlines key points such as the timing of submissions, duration of confidentiality, and the conditions under which certain information can remain undisclosed. Additionally, it notes that companies can still announce their registration while keeping specific details confidential, and emphasizes that the information provided does not constitute legal advice.
Confidential Registration Statements And Going Public - Securiites Lawyer 101
- 1. Securities Lawyer 101 Confidential Submission of Draft SEC Registration Statements Published by: Hamilton & Associates Law Group, P.A. 101 Plaza Real South, Suite 202 North Boca Raton Florida 33432 www.securitieslawyer101.com
- 2. Hamilton & Associates Law Group, P.A. All Rights Reserved 101 Plaza Real South, Suite 202 N Boca Raton, FL 33432 Telephone: (561) 416-8956 www.SecuritiesLawyer101.com 2 Confidential Submission of Draft SEC Registration Statements The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis. This Q & A addresses the common questions we receive about confidential registration statement submissions. Q. When does an emerging growth company have to file its registration statement if I want it to be a confidential submission? A. The JOBS Act requires that emerging growth companies file the initial confidential submission of their registration statement and all amendments to the registration statement with the SEC within 21 days prior to the registration statement’s anticipated effectiveness or road shows. These prior confidential submissions should be included as exhibits to the company’s later publicly filed registration statement, if any. Q. How long will my company’s registration statement remain confidential? A. Registration statements submitted to the SEC on a confidential basis do not remain confidential if a company completes its Direct Public Offering, Initial Public Offering (“IPO”) or pre-IPO offering. Q. Will the SEC’s comment letters to a registration statement and company responses to the registration statement, remain confidential? A. The registration statement comments and responses will become publicly available after the completion of the securities offering but not earlier than 20 business days following the effective date of the registration statement. Q. What are the benefits of confidential submission of a registration statement to the SEC? A. The confidential submission of a registration statement allows a company to keep the registration statement confidential and out of the public domain until it decides whether it will proceed with its public offering. If a company abandons its offering before its registration statement becomes effective, its submission remains confidential.
- 3. Hamilton & Associates Law Group, P.A. All Rights Reserved 101 Plaza Real South, Suite 202 N Boca Raton, FL 33432 Telephone: (561) 416-8956 www.SecuritiesLawyer101.com 3 Q. If I submit my company’s registration statement on a confidential basis can the company still announce its registration statement or IPO? A. SEC Rule 135 allows an issuer to announce limited information about the confidential submission of a registered securities offering submitted to the SEC. Q. Does anything contained within a confidentially submitted registration statement remain confidential? A. Limited information from the confidential submission of a registration statement can remain confidential. Rule 406 allows a company to keep portions of its registration statement confidential. Rule 406 requires the issuer to state the specific reasons why a confidential request is made and provide a detailed explanation, based on the related facts and circumstances, of why disclosure of the information is unnecessary to protect investors. The most common request for confidential submission of certain information in a registration statement is made for trade secrets, proprietary information, confidential commercial and financial information that would cause substantial competitive harm to the issuer if disclosed. Going Public l Securities Lawyer l Registration For further information about the Confidential Submission of Draft Registration Statements, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real South, Suite 202 North, Boca Raton, Florida, (561) 416-8956, or by email at info@securitieslawyer101.com. This securities law Q&A is provided as a general informational service to clients and friends of Hamilton & Associates Law Group, P.A. and should not be construed as, and does not constitute legal advice on any specific matter, nor does this create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar results.