Current SEC Guidance for “Emerging Growth Companies” Seeking to Take Advantage of JOBS Act

by Davis Wright Tremaine LLP

[authors: Marcus J. Williams, Donna M. Cochener, Ryan J. York and Ryan D. Maughn]

The Jumpstart Our Business Startups Act (the “JOBS Act”) became law in April with a goal of improving access to capital markets and easing compliance burdens for newer and smaller public companies. Among other things, the JOBS Act eases the registration and reporting requirements, in some cases significantly so, for those companies that meet the definition of an “emerging growth company” or “EGC” and may significantly facilitate the burdens of going and being public that have increased consistently since the adoption of the Sarbanes-Oxley Act in 2002. In part, the JOBS Act is intended to promote an “IPO on-ramp” that has been a goal of the U.S. Treasury Department, the SEC and a cross-section of industry participants over the past several years.

Certain provisions of the JOBS Act became effective when the act was signed into law, while others require substantive rulemaking by the SEC and other regulators. However, even the provisions that were automatically implemented have created some uncertainty as to applicability and application. To help issuers start taking advantage of these provisions, the Securities and Exchange Commission’s Division of Corporation Finance has published additional guidance for emerging growth companies on the provisions of the JOBS Act, along with instructions regarding the confidential submission process.

This bulletin provides a brief overview of the regulatory changes for companies that qualify as emerging growth companies under the JOBS Act and a description of some of the guidance and developments since the law took effect.

Emerging growth company
An “emerging growth company” is an issuer whose initial public offering was or will be completed after Dec. 8, 2011, and had total annual gross revenues of less than $1 billion during its most recently completed fiscal year. An issuer’s EGC status terminates on the earliest of:

  • The last day of the first fiscal year of the issuer during which it had total annual gross revenues of $1 billion or more;
  • The last day of the fiscal year of the issuer following the fifth anniversary of the date of the issuer’s initial public offering;
  • The date on which such issuer has issued more than $1 billion in non-convertible debt1 during the prior three-year period determined on a rolling basis; or
  • The date on which the issuer is deemed to be a “large accelerated filer” under the Exchange Act, which means, among other things, that it has a public float in excess of $700 million.

A number of the companies that have filed registration statements on Form S-1 since the JOBS Act took effect have identified themselves as emerging growth companies. In each instance, the issuer has made affirmative disclosures related to its status as an emerging growth company, in accordance with guidance from the Division of Corporation Finance, which requests that EGC issuers identify themselves as an emerging growth company on the cover page of the prospectus. Each issuer has also included a risk factor describing the reporting obligations to which, as emerging growth companies, they are exempt under the JOBS Act and describing as a risk the possibility that the reduced reporting requirements will make their common stock less attractive to investors. Reporting companies that are EGCs may also want to consider including disclosure about how and when they may lose the EGC status and become subject to the standard disclosure requirements.

Confidential submissions
An emerging growth company may now submit a registration statement and preliminary prospectus confidentially in draft form for review prior to making a public filing.2 This non-public submission process is intended to allow an emerging growth company to protect confidential information while obtaining more certainty as to whether it will ultimately complete its offering, particularly in light of the relaxation of certain pre-filing, or “gun-jumping,” restrictions discussed in greater detail below. Since the confidential submission of the draft registration statement is not considered “filed” for purposes of Section 5 of the Securities Act, it need not be signed, nor must it include consents of auditors or other experts, although it is required to include the auditor’s report to the financial statements. Likewise, strict liability for statements contained in a prospectus will not apply to confidential submissions, although of course to the extent any such information were used in connection with an offer or sale, the provisions of Sections 12(a)(2) of the Securities Act and 10(b) of the Exchange Act would continue to apply. The Division of Corporation Finance has indicated that the filing must be “substantially complete,” and that the staff will comment on these filings in accordance with its standard practices applicable to publicly filed registration statements and prospectuses.

Items for which confidential treatment will be sought should be identified, in part to alert the SEC to material for which a confidential treatment request will be made so that they do not reference that information in comments or other communications that may later be made public, but the confidential treatment request and related materials need not be filed until the initial public filing of the registration statement. Due to the confidential nature of the filing, the EGC must not issue any press release or make any other disclosure that a confidential submission has been made or that a public filing or commencement of an offering is planned.

The emerging growth company must file its registration statement and prospectus publicly, including auditors’ and experts’ consents, along with the initial confidential submission and all amendments thereto, at least 21 days before commencing its IPO road show.3 Comment letters relating to the nonpublic submissions will be made public in the same manner applicable to public filings, generally 60 days after the registration statement is declared effective (or withdrawn).

The Electronic Data Gathering, Analysis, and Retrieval system (Edgar) is not yet set up to receive the submissions, so the Division of Corporation Finance has implemented a secure e-mail system to allow the staff to receive draft registration statements and to correspond securely with companies about confidential draft submissions. The instructions can be found at

Changes to gun-jumping restrictions
In order to allow an emerging growth company to gauge investor interest prior to making a public filing, the issuer or any person authorized to act on its behalf, including an underwriter or prospective underwriter, may now engage in oral or written communications with potential investors that are qualified institutional buyers (“QIBs”) or institutional accredited investors (but not retail accredited investors) prior to the filing of a registration statement. These communications need not be filed and are not considered prospectuses, although the SEC may ask to have copies of such communications provided to them as part of the comment process. Before the changes in the regulations, such communications were prohibited prior to the company having filed a registration statement, and under most circumstances the registrant was required to file the communications with the SEC as a free writing prospectus. The JOBS Act changes are intended to allow an EGC to discuss a potential offering with institutional investors in order to “test the waters” prior to subjecting itself to the public exposure or expense involved in filing a registration statement.

The staff has taken the position that test-the-waters communications need not be treated as an IPO “road show,” which has especially positive implications for an EGC when considered in light of the confidential submission process for IPO registration statements described above. Note, however, that if an issuer were to have meetings or other communications that meet the definition of "road show" and did not fall within the test-the-waters communications, then the 21-day filing requirement would be triggered based on the timing of such meetings. Similarly, no public announcement about the offering, such as a Rule 134 press release or similar communication, may be made during the confidential submission process.

Research reports about emerging growth companies
The JOBS Act also amends the Securities Act to exempt from the definition of an “offer” the publication or distribution by a broker or dealer of research reports about an emerging growth company that proposes to engage, or is or has engaged, in a registered public offering, even if the broker or dealer is participating or will participate in the registered offering. This is intended to allow greater visibility in the market for emerging growth companies that have completed or that are engaged in registered offerings by increasing the amount of information available on the newly public company through research reports. Prior to this rule change, analysts that were affiliates of an underwriter were not permitted to issue research reports for 40 days following the initial public offering, or for the 15 days before and after anticipated expiration of a lock-up period.

Despite the amendment to the Securities Act, though, there may be a limit to publication of research reports by participating broker/dealers in the near term as certain FINRA rules remain in place that limit the amount of reporting that FINRA members who are analysts can do with regard to offerings where an affiliate is one of the underwriters. Both the SEC and FINRA are expected to issue additional rules relating to this section of the JOBS Act.

Analyst restrictions
The JOBS Act also provides that in connection with an IPO of an emerging growth company (i) SEC and FINRA regulations may not restrict investment bankers from arranging for communications between research analysts and potential investors who are evaluating an investment banking transaction, and (ii) SEC and FINRA regulations may not restrict research analysts from participating in communications with the management team of an emerging growth company that is also attended by investment banking personnel. These changes effectively reverse restrictions imposed on such interactions in 2002 and 2003 following the adoption of the Sarbanes-Oxley Act. However, those investment bankers whose firms remain subject to the Global Settlement, which restricts investment banking personnel from arranging meetings between analysts and investors and from participating in most three-way meetings with analysts, investment bankers and company management, will still remain subject to the restrictions of that order. In addition, several FINRA rules prohibiting such practices, including Rules 2210 and 2711, appear not to be superseded by the JOBS Act and so a similar FINRA prohibition may remain in place unless and until FINRA revises those rules. As a result, the initial impact of this provision of the JOBS Act may be more limited.

Financial disclosure
Prior to the JOBS Act, companies looking to go public were required to include three years of audited financial statements, along with a Management’s Discussion and Analysis (“MD&A”) covering those periods, and five years of selected financial information. The JOBS Act permits emerging growth companies to elect whether to include as little as two years of audited financial statements and selected financial data, along with a correspondingly reduced MD&A section. Issuers considering such an offering should consider, and should discuss with their underwriters or prospective underwriters, whether to avail themselves of this amendment wholly or in part. Specifically, the issuer should consider whether the benefits of reduced disclosure burden, and presumably reduced audit and auditors’ consent costs, is worth the risk of a perception that the issuer’s financials are not “ready for prime time.”

Once public, emerging growth companies will continue to enjoy some of the benefits of the reduced financial reporting and auditing requirements applicable to their IPO. Specifically, emerging growth companies will not be required to provide selected financial data in their annual reports for any period prior to the earliest audited period presented in connection with their first registration statement under the Securities Act or the Exchange Act that became effective. Emerging growth companies will, however, be required to provide three years of audited financial statements in their annual reports unless they qualify as a smaller reporting company. In addition, all XBRL requirements will still apply to EGCs.

As mentioned above, while the disclosure requirements for emerging growth companies have been reduced under the JOBS Act, it is not clear yet how investors will react to the new disclosure. Most public issuers that have taken advantage of the exemptions to the reporting obligations afforded by the JOBS Act have elected to include a risk factor in the prospectus addressing the potential impact the reduced disclosure could have on the trading market for its stock and resulting volatility. In addition, prospectus-liability and anti-fraud statutes and rules will continue to apply, including Securities Act Sections 11(a) and 12(a)(2) and Exchange Act Section 10(b), so companies will need to include all disclosure relevant to prevent materially misleading disclosure or omission of a material fact which may necessitate disclosure beyond that required under the new rules applicable to EGCs.

Executive compensation disclosure and governance
Emerging growth companies are permitted under the JOBS Act to omit the “Compensation Discussion & Analysis” section in their disclosure materials. EGCs also may avail themselves of “smaller reporting company” disclosure requirements for executive compensation, which require two years, rather than three, of executive compensation information for executive officers. EGCs following the smaller company reporting requirements also need to report compensation data only for the principal executive officer and two other most highly paid executive officers, rather than for the principal executive officer, principal financial officer and the three other most highly paid executive officers applicable to other registrants. Further, EGCs will be entitled to omit certain disclosures to be required under the Dodd Frank Act, including (i) the ratio comparing the median of total annual compensation for employees to the total annual compensation of the CEO, and (ii) the relationship between executive compensation the company paid to named executive officers and the company’s financial performance.4

In addition to these reduced executive compensation disclosure requirements, an EGC need not hold the shareholder advisory votes on “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes” promulgated under the Dodd-Frank Act.

As with the reduced financial statement requirements, although EGCs are entitled to provide the more limited compensation disclosure required of smaller reporting companies, some may elect to provide more than the required disclosure. In some cases, companies that are now permitted to omit these disclosures had already filed proxy statements prior to the adoption of the JOBS Act, so adopting a scaled-back disclosure in the next filing, while allowed, may be seen as a reversion from precedent. It remains to be seen whether ECGs will avail themselves of these disclosure exemptions, especially where a precedent had been established. In any event, once a registrant no longer qualifies as an emerging growth company, it must phase in such disclosures, with the timing of implementation of certain disclosures dependent on how long it qualified as an emerging growth company.

Internal controls attestation
One of the JOBS Act provisions that is most likely to result in an immediate cost savings to EGCs is that an EGC need not provide an auditor’s attestation report pursuant to Section 404 of the Sarbanes-Oxley Act. This exemption should not be perceived as a panacea, because an EGC must still provide management’s report on the effectiveness of internal controls, the CEO and CFO are still required to provide certifications regarding their internal controls for annual and quarterly reports, and the registrant must of course maintain in place sufficient internal controls as to provide a reasonable assurance of accuracy and completeness in its financial reporting. However, the widely reported increases in audit fees driven in large part by the Section 404 requirements had been identified as a significant disincentive to smaller companies considering public offerings, so this exemption is intended to help increase IPO activity in the United States.

Audit standards
Under the JOBS Act, emerging growth companies are not required to comply with any new or revised financial accounting principles until they are required to be adopted by all private companies. However, the SEC has made clear that this is an all-or-nothing election: an EGC must either opt to wait to adopt all such principles until adoption is required by private companies or it must adopt all accounting principles when required of public companies without taking the exemption offered to EGCs. In addition, from and after such time as the company elects to be treated as a non-EGC public company for purposes of adopting new accounting standards, the company cannot subsequently elect to seek the exemption offered to EGCs with respect to adoption of new accounting principles.

If any future rules are adopted that call for mandatory audit firm rotation or an “auditor discussion & analysis,” which has been proposed by the Public Company Accounting Oversight Board, emerging growth companies also will be exempt from those rules. Perhaps most significantly, emerging growth companies are exempt from the Sarbanes-Oxley Act requirement that a public company’s auditor attest to and report on management’s assessment of the effectiveness of the company’s internal controls for financial reporting. However, as discussed above, the registrant’s management must still provide its report and conclusions regarding internal controls and, where required, must provide certification of those internal controls on annual and quarterly reports filed with the SEC.

Exchange Act registration thresholds
The JOBS Act also relaxed, in two important ways, the registration requirement for private companies (whether or not they qualify as an EGC), relaxing the Exchange Act’s former requirement to register upon reaching 500 holders of equity securities. First, an issuer need not register until it has a class of equity securities held by 2,000 or more shareholders of record or 500 shareholders of record who are non-accredited investors. Second, and just as importantly for many companies, securities issued under employee benefit plans are excluded from the computation of the number of holders for the purposes of the Exchange Act’s registration requirement.

Review of Regulation S-K
Lastly, in addition to the changes outlined above, the JOBS Act also requires the SEC to conduct a review of Regulation S-K. The SEC is to report back to Congress within 180 days following the enactment of the JOBS Act with rulemaking proposals that seek to modernize and simplify the registration process and reduce the costs and other burdens of these rules for emerging growth companies. The SEC’s report, as well as developments or further guidance relating to the matters described above, may result in further changes to the IPO process. The SEC is currently seeking comment on the rules and regulations impacted by the JOBS Act as part of their rulemaking process. For more information on the comments being sought and how to submit your own, please see the SEC’s website at

1 While the SEC has said it will not object to omitting debt securities issued in A/B exchange offerings from the total amount of non-convertible debt issued in the last three years, in general all non-convertible debt, whether publicly or privately issued, issued in the prior three years is counted toward the $1 billion limit, even if the debt is no longer outstanding as of the measuring date. Note also that this measurement is done at the time of determining EGC status, not as of the end of the prior fiscal year.
2 The registrant need not pay the associated registration fee until the registration statement is first publicly filed.
3 The Staff has stated that the commencement of the road show will continue to be measured in accordance with Rule 433(h)(4), which defines a “road show” as an offer (other than a statutory prospectus or a portion of a statutory prospectus filed as part of a registration statement) that contains a presentation regarding an offering by one or more members of the issuer’s management … and includes discussion of one or more of the issuer, such management, and the securities being offered.” Thus a communication that includes an offer to sell or solicits an offer to buy would fall outside the “testing-the-waters” exception.
4 These rules have yet to be promulgated even for companies that are not EGCs or smaller reporting companies.


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.

© Davis Wright Tremaine LLP | Attorney Advertising

Written by:

Davis Wright Tremaine LLP

Davis Wright Tremaine LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at:

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.