SEC/CORPORATE -

SEC Division of Corporation Finance Issues New and Updated C&DIs on Omission of Financial Information from Draft Registration Statements -

Since the adoption of the Fixing America’s Surface Transportation Act (FAST Act) on December 4, 2015, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission has issued six Compliance and Disclosure Interpretations (C&DIs) relating to the FAST Act, the first two of which were summarized in the Corporate and Financial Weekly Digest edition of December 18, 2015 and the remainder of which were summarized in the Corporate and Financial Weekly Digest edition of January 8, 2016. On August 17, the Division updated FAST Act C&DI #1 and issued new Securities Act Forms C&DI 101.05, which modified and supplemented the original guidance. The FAST Act provides that an emerging growth company (EGC) conducting an initial public offering (IPO) or a follow-on offering within one year of its IPO, or filing an initial registration under the Securities Exchange Act of 1934 (the Exchange Act) may file registration statements that omit historical financial information for a period the EGC reasonably believes would not be required in the filing at the time of the contemplated offering. The Division’s original guidance specified that an EGC would be required to include in its filings or confidential submissions interim financial statements for a period that will be part of a longer interim or annual period covered by financial statements required to be included in a subsequent public filing at the time of the offering.