Confidential Filing

Definition:

An Emerging Growth Company (EGC)’s confidential submission to the SEC of a draft Registration Statement for confidential, non-public review by the SEC staff prior to public filing, as permitted under Section 6(e) of the Securities Act. The initial confidential submission and all amendments must be publicly filed no later than 21 days before the date on which the issuer conducts a Roadshow. Since July 10, 2017, any issuer may submit a registration statement in connection with an IPO, an initial registration statement for the listing of a class of securities under Section 12(b) of the Exchange Act and a registration statement for a follow-on offering within one year after the effective date of an IPO or initial Section 12(b) registration statement for nonpublic review.

Under a separate, long-standing policy, the SEC staff provides for confidential review of draft Registration Statements for a Foreign Private Issuer that is: (i) a foreign government registering its debt securities; (ii) a Foreign Private Issuer that is listed or is concurrently listing its securities on a non-US securities exchange; (iii) a Foreign Private Issuer that is being privatized by a foreign government; or (iv) a Foreign Private Issuer that can demonstrate that the public filing of an initial registration statement would conflict with the law of an applicable foreign jurisdiction. A Foreign Private Issuer may elect to proceed under the draft Registration Statement submission procedures available to all issuers, the procedures available to Emerging Growth Companies (if the issuer qualifies) or the pre-JOBS Act procedures applicable to these certain Foreign Private Issuers. Under the pre-JOBS Act procedures, an eligible Foreign Private Issuer can engage in multiple rounds of nonpublic SEC review and, unlike Emerging Growth Companies, may wait to file publicly until the commencement of the roadshow.

Return to Glossary