Confidential EDGAR Submissions Coming Down The Pike

Under Title I of the JOBS Act, an emerging growth company may confidentially submit a draft registration statement for an initial public offering for nonpublic review, provided that the initial confidential submission and all amendments are publicly filed with the SEC no later than 21 days prior to the issuer's commencement of a road show. The confidential submission process has proven to be a popular aspect of the JOBS Act's IPO on-ramp provisions, given that emerging growth companies can go through a substantial portion of the SEC review process without (immediate) public disclosure of changes made in response to SEC Staff comments.

Presently, the SEC Staff accepts draft registration statements in a text-searchable PDF file submitted through a secure e-mail system. Last week, the SEC adopted a new EDGAR Filer Manual, which contemplates confidential EDGAR submissions of draft registration statements. Once the programming is completed for these changes, draft