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ARTICLE · 24 NOVEMBER 2021

IPO Prospectuses: Avoiding And Responding To Common SEC Comments

Mayer Brown
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This practice note examines some of the issues most commonly raised in Securities and Exchange Commission (SEC) staff comment letters on registration statements filed for initial public offerings.

United StatesCorporate/Commercial Law
Anna T. Pinedo
Anna T. Pinedo
Christina M. Thomas
Christina M. Thomas
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This practice note examines some of the issues most commonly raised in Securities and Exchange Commission (SEC) staff comment letters on registration statements filed for initial public offerings. It is intended to guide you, as counsel to an IPO company, in assisting your client in efficiently navigating the SEC comment and review process.

This practice note discusses comments that apply to IPO prospectuses generally, including comments on plain English principles and expert consent requirements, and comments on specific sections of a prospectus, including the risk factors, management's discussion and analysis of financial condition and results of operations, and others. It provides excerpts from, and links to, representative SEC comment letters, and offers drafting and other tips to help issuers avoid receiving these types of comments or, failing that, anticipate and respond effectively to the SEC's concerns.

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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