SEC Extends Confidential Draft Registration Submissions to More Companies; Attoreny Laura Anthony Comments on Potentially Stronger IPO Markets
WEST PALM BEACH, Florida, July 17, 2017 /PRNewswire/ —
Effective July 10, 2017, a broader range of public companies can file confidential registration statements with the Securities and Exchange Commission (SEC) in their efforts to secure funding or be listed publicly on a national securities exchange.
The SEC is enacting the change to create more investment opportunities for U.S. companies and foreign private issuers, and to give a boost to the initial public offering (IPO) market, according to attorney Laura Anthony, founding partner of Legal and Compliance, LLC, a corporate and securities law firm in West Palm Beach.
The announcement from the Division of Corporation Finance extends the filing of confidential paperwork beyond emerging growth companies (EGC), defined as those with gross revenues of less than $1.07 billion, to all registering companies completing a first-time IPO. Â In addition, companies completing a secondary or follow-on offering within 12 months of their first registered offering may now also file draft registration statements on a confidential basis. Â Regulation A+ has also allowed confidential draft offering circular submissions since its enactment on June 19, 2015.
The new change opens confidential filings to all companies seeking to list on a securities exchange, companies seeking IPO’s, and companies seeking secondary or follow-on offerings within a year after they are required to report financials publicly. With certain restrictions, the new filing requirements also apply to foreign private issuers.
“The SEC, under Chair Clayton, has been illustrating a commitment to fostering capital creation and prioritizing a more efficient marketplace and regulatory structure in public speeches and an initial series of small changes, including this one. Â I am hopeful that larger regulatory changes will follow,” said Laura Anthony.
Bill Hinman, director of the Division of Corporation Finance, called the decision “an important step in our efforts to foster capital formation, provide investment opportunities and protect investors.” The process, he said, “makes it easier for more companies to enter and participate in our public company disclosure-based system.”
Under SEC guidelines, confidential submissions allow companies more flexibility in planning their offering without the risk of negative publicity from the disclosure of financial information. Companies can choose the “confidential” setting in the SEC’s EDGAR filing system, but all information must be made publicly available at least 15 days before a road show, or qualification for an IPO.
“We hope that the next American success story will look to our public markets when they need access to affordable capital,” remarked SEC Chair Jay Clayton. “We are striving for efficiency in our processes to encourage more companies to consider going public, which can result in more choices for investors, job creation and a stronger U.S. economy.”
In previous statements, the SEC has noted that IPO’s in the U.S. have been on the decline for several decades. U.S. IPO’s once accounted for 30%-50% of all global IPO’s, but now represent less than 10%. “The relatively new Regulation A+ process, which is only recently gaining real traction, opens the door for smaller IPO’s on a much broader scale,” stated Laura Anthony. Â
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size OTC and exchange traded issuers as well as private companies going public on the over-the-counter market, such as the OTCQB and OTCQX or an exchange such as NASDAQ or NYSE MKT. Legal & Compliance, LLC is a comprehensive corporate, securities and business transactions law firm assisting clients in all aspects of commerce, including initial public offerings, reverse mergers, registered public offerings, exempt private offerings, all forms of complex corporate finance transactions, compliance with national exchanges such as the NASDAQ and NYSE MKT and the over-the-counter market trading platforms such as OTCQB and OTCQX, compliance with FINRA and DTC, strategic planning for unique management and ownership issues, and broad-scope legal services. Laura Anthony, Esq., is an approved OTCQX Advisor (DAD/PAL). Laura Anthony, Esq., is also a contributing blogger to The Huffington Post, the creator and author of SecuritiesLawBlog.com, ABA Journal‘s Top Blawg 100, and the producer and host of LawCast.com, The Securities Law Network. Attorney Laura Anthony is recognized by Martindale-Hubbel as one of America’s Most Honored Professionals and the recipient of the Martindale-Hubbel DistinguishedÂ® Rating. Â