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SEC staff expands availability of nonpublic registration statement review process
11 March 2025
On March 3, the SEC’s Division of Corporation Finance announced that it has expanded the availability of the nonpublic review process for registration statements under which issuers may voluntarily submit draft Securities Act or Exchange Act registration statements to the SEC for nonpublic review before their public filings.
The accommodations extend the nonpublic review process to additional registration statement forms, allow issuers to submit draft registration statements regardless of how long they have been subject to Exchange Act reporting requirements, and permit issuers to make their initial submissions without naming the underwriters of the offering. The changes will make the transaction execution benefits of nonpublic submissions more widely available.
A chart summarizing the new accommodations is presented at the end of this SEC Update.
The Division’s announcement may be accessed here.
Click here to read our full SEC Update publication.
Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Richard Aftanas, Rupa Briggs, Jonathan Lewis, and Alex Parkhouse
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