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ARTICLE · 11 MARCH 2025

SEC Expands Confidential Review Process For Draft Registration Statements

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On March 3, 2025, the Securities and Exchange Commission's Division of Corporation Finance issued new guidance expanding the availability of confidential (nonpublic) review of draft registration statements (DRS).

United StatesCorporate/Commercial Law
Go-To Guide:
  • SEC expands confidential review process for draft registration statements, now available for all Securities Act and Exchange Act registrations.
  • New policy removes "initial filing" limitation, allowing both private and public companies to submit draft registration statements confidentially.
  • The policy clarifies accommodation for de-SPAC transactions.
  • Underwriter details may now be omitted from initial draft submissions, but must be included in later drafts and public filings.

On March 3, 2025, the Securities and Exchange Commission's Division of Corporation Finance issued new guidance expanding the availability of confidential (nonpublic) review of draft registration statements (DRS).

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