Every entity filing documents with the SEC in compliance with the disclosure requirements under the Securities Act or the Exchange Act must comply with the SEC's filing rules and procedures. When filing a registration statement in connection with an IPO or follow-on offering, counsel to the company must be aware of the process for a registration statement to be declared effective by the SEC. Some of the issues that may affect the filing process and timing include:

Before an offering of securities can be completed, most registration statements are subject to review by the SEC. The SEC Staff primarily issues comment letters as a result of these reviews to:

The SEC publicly releases staff comment letters and companies' response letters beginning 20 business days after the staff's review is complete. Public disclosure of certain information in a company's responses to the SEC may be harmful to the company, especially if the information relates to sensitive technical or financial information that may be useful to its competitors or impair its future negotiations with its customers or suppliers.

As a result of these hardships, the company can request confidential treatment (a CTR) of limited portions of its response letters and only the non-confidential portions of response letters will be made publicly available.

These Practical Law resources can help counsel to determine whether a CTR will be granted and the process for requesting a CTR:

For a discussion of the entire process for registering an offering of securities of an issuer under a registration statement filed with the SEC, see Practice Note, Registration Process: Overview.

In most registered securities offerings, in addition to a registration statement, the issuer must file a prospectus or a prospectus supplement with the SEC in accordance with Rule 424 of the Securities Act. In most IPOs and in some shelf offerings, to help market the offering before it is priced, the issuer also files a preliminary prospectus or preliminary prospectus supplement with the SEC. Rule 424 has detailed requirements for when and how each prospectus or prospectus supplement, whether preliminary or final, must be filed. However, the rule can be difficult to dissect because it contains multiple references to other rules, which themselves reference other rules. Practical Law's Practice Note, Filing Rule 424 Prospectuses in Securities Offerings helps counsel who need to file a prospectus or prospectus supplement by:

This Note also includes a Prospectus Filing Cheat Sheet that counsel can use as a quick reference for determining which Rule 424 subsection is appropriate in their offering.

Practical Law's Practice Note, Navigating Your IPO Through Changes on Pricing Day helps counsel navigate the mechanics for upsizing or downsizing the deal size to respond to market demand on the day an IPO is scheduled to price. Key topics addressed include:

Practical Law's Practice Note, Filing Documents with the SEC details the standard procedures an entity must comply with when filing registration statements with the SEC. This Note contains information on issues such as:

Additional resources available includes Practice Notes, SEC Filing Fees and How to Calculate Them and XBRL Reporting Requirements.