SEC Expands Eligibility For Confidential Draft Registration Statement Submissions

Introduction

On March 3, 2025, the staff of the Division of Corporation Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC") announced significant enhancements to the ability of issuers to submit draft registration statements ("DRSs") for non-public review with the Staff. Confidential DRS review benefits eligible companies by providing them the ability to work through the often lengthy registration process outside of the public eye.

This alert provides an overview of the changes, practical implications for issuers, and key considerations for compliance.

Background

The DRS concept was originally introduced by the Jumpstart Our Business Startups Act in 2012. The SEC's process for confidential DRS submissions was initially available primarily to Emerging Growth Companies ("EGCs") and qualifying foreign private issuers ("FPIs") and was intended to facilitate initial public offerings ("IPOs"). In 2017, the SEC broadened the process