The Kimono Opens Quicker—SEC Begins to Release Review Correspondence Sooner

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January 3, 2012

One of the biggest adjustments for an IPO company is the public disclosure that comes with going public and the related public scrutiny. A recent change in SEC staff practice is accelerating how soon some of the company's secrets come out.

Almost every Form S-1 for an IPO undergoes review by the SEC staff. Comment letters and company responses from staff review provide valuable insight into the staff's perspective on a wide variety of disclosure issues. In order to make this information readily available to the public and expand the transparency of the review process, in August 2004 the staff began publicly releasing all review correspondence, except to the extent subject to confidentiality requests. The staff does not publicly release correspondence for Form S-1 filings that ultimately are withdrawn, although such correspondence is publicly accessible pursuant to FOIA requests.

The staff's policy since August 2004 had been to publicly release review correspondence not less than 45 calendar days after completion of staff review. Effective January 1, 2012, the staff modified its policy to shorten this period to 20 business days. Some investors have advocated for even earlier release of review correspondence—perhaps even prior to completion of the offering—but that dramatic of a step seems unlikely for the foreseeable future.

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Topic:Regulatory Developments