Defining Issues | July 2017

SEC expands nonpublic reviews of registration statements

KPMG reports on the SEC’s decision to allow most companies to confidentially file registration statements for nonpublic review. The decision means that many documents will not be available for public review until closer to the time that the securities offering occurs. 


SEC Division of Corporation Finance June 29, 2017 Announcement

Companies (other than issuers of asset-backed securities) that are planning:

  • An initial Securities Act offering or initial registration of securities under Section 12(b) of the Exchange Act (required for listing on a national securities exchange)
  • A Securities Act offering within one year of an initial public offering (IPO) or Section 12(b) registration

Relevant dates

  • Effective July 10, 2017

Key impacts

  • The Division of Corporation Finance will accept draft registration statement submissions for nonpublic review from most companies
  • The Division of Corporation Finance has specified the conditions associated with when and how it will grant nonpublic review to draft registration statements
  • Flexibility will increase for companies to omit from an initial draft registration statement financial information that will not be required when the registration statement is filed.

Report contents

  • Applicability
  • Key facts and impacts
  • Registration statements eligible for nonpublic review
  • Nonpublic review vs. confidential filing
  • Increased flexibility to omit financial information



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