SEC Expands Confidential Filing Benefit to Prime IPO Market

The new chair of the SEC said that by allowing all companies to submit draft registration statements he hopes to encourage more companies to go pub...
William SprouseJuly 4, 2017
SEC Expands Confidential Filing Benefit to Prime IPO Market

The Securities and Exchange Commission has widened the scope of the Jumpstart Our Business Startups, or JOBS, Act to allow all prospective public companies to file confidentially prior to initial public offerings.

The law currently allows companies with annual gross revenues of $1 billion or less — so-called emerging growth companies — to file confidential draft registration statements. The move is designed to inject life into the market for IPOs, Reuters reports.

The number of IPOs in the U.S. has fallen drastically in the last 15 years, driven by a drop in the number of small IPOs.

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“By expanding a popular JOBS Act benefit to all companies, we hope that the next American success story will look to our public markets when they need access to affordable capital,” SEC Chairman Jay Clayton said in a statement on Thursday. “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.”

Clayton was confirmed to head the SEC in May. This is his first major policy announcement.

Michael Zeidel, a partner in the corporate finance department at law firm Skadden, Arps, Slate, Meagher & Flom told Reuters he thought the move would increase the number of IPOs, but by how much remained to be seen. “It can encourage companies to move more quickly to start the process of filing so they are ready to access the capital markets at the most opportune time,” Zeidel told Reuters.

Critics say the confidential filing provision has eroded transparency and doesn’t give investors enough time to understand a company’s financials.

The new rule goes into effect on July 10.