How Many SEC Comments is an IPO Company Likely to Receive?

How Many SEC Comments is an IPO Company Likely to Receive?

Blog The Road to IPO: Legal and Regulatory Insights into Going Public

Every company going public is keenly interested in (and vaguely apprehensive about) the SEC review process. This is the first of several posts that will address recurring questions about staff review of a Form S-1.

IPO companies often ask how many comments they are likely to receive, and what topics these comments will cover. To answer these questions, we reviewed the filings for all US IPOs completed between 2007 and 2011. We found that the number of comments contained in the initial comment letters for these IPOs ranged from nine to 142, with a median of 48. The 25th percentile was 38 comments (meaning one out of four IPOs had fewer than 38 comments) and the 75th percentile was 62 comments (meaning one out of four IPOs had more than 62 comments).

The Form S-1 sections that draw the most comments, collectively representing close to 70% of all staff comments, are the Financial Statements and Notes, MD&A, Prospectus Summary, Risk Factors, Business and Executive Compensation. The complete allocation of comments among the major sections of the Form S-1 is set forth below:

Distribution of SEC Comments  

Prospectus Section

Percentage of Comments

General/Overall

7.6%

Front Cover of Prospectus

1.3%

Prospectus Summary

10.4%

Risk Factors

9.8%

Use of Proceeds

1.8%

Dividend Policy

0.9%

Capitalization

0.6%

Dilution

0.5%

Selected Financial Data

1.5%

MD&A

14.1%

Business

9.5%

Management

2.3%

Executive Compensation

8.1%

Related Person Transactions

3.4%

Principal (and Selling) Stockholders

1.8%

Description of Capital Stock

0.8%

Shares Eligible for Future Sale

0.4%

Underwriting

1.0%

Financial Statements and Notes

17.2%

Back Cover of Prospectus

0.1%

Part II

3.4%

Other

3.6%

More from this series