SEC Staff Limits Non-Public Submission Policy


In connection with its ongoing efforts to promote transparency and investor protection, the Staff of the U.S. Securities and Exchange Commission (SEC) recently issued a statement revising its policy regarding the non-public submission of registration statements pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934. Specifically, the revised policy focuses on the non-public submission by foreign private issuers (FPIs) and foreign governments (FGs) of their initial registration statements.

Registration statements for first-time public offerings and U.S. listings of securities issued by FPIs and FGs have historically been afforded atypical submission treatment, namely non-public (or confidential) submission. The policy permitting the non-public submission of initial registration statements by FPIs and FGs is an outgrowth of the SEC Staff's recognition of the unique circumstances faced by FPIs and FGs when accessing the U.S. capital markets for the first time.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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