SEC Expands Accommodations For Draft Registration Statements

On March 3, 2025, the Division of Corporation Finance of the SEC announced that, effective immediately, the SEC has expanded accommodations for its nonpublic review of draft registration statements.¹ The new guidance follows a series of prior accommodations for confidential review of registration statements by Emerging Growth Companies in 2012 and by all companies in 2017.

The accommodations are set forth as follows:

• Initial Exchange Act Registrations. Previously, the SEC permitted nonpublic review of draft initial registration statements submitted under the Securities Act of 1933, as amended (the "Securities Act"), and Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), provided that in each case the issuer confirms in a cover letter that it will publicly file its registration statement and nonpublic draft submissions at least 15 days prior to any road show or, in the absence of a road show, at least 15 days prior to the