SEC Limits Non-Public Submission Policy For Foreign Issuers

The Division of Corporation Finance of the Securities and Exchange Commission ("SEC") recently announced a significant change in its policy towards reviewing first-time registration statements of foreign issuers. This announcement continues a trend by the SEC staff to limit confidential reviews. Initially, the SEC allowed all foreign private issuers and foreign governments to submit their registration statements, including any amendments, on a "draft" non-public basis. The SEC staff previously restricted this practice to initial filings by a foreign issuer. All foreign issuers continued to be afforded the opportunity to have registration statements for initial contacts with the SEC confidentially reviewed and commented on by the SEC staff and to respond to any SEC comments prior to filing the registration statement publicly through the EDGAR system. The new policy announced by the SEC drastically restricts the availability of this policy.