IPO Prospectuses: How to Avoid or Respond to Common SEC Comments

Resource type: Practice Note

Status: Law stated as at 23-Jun-2012

Jurisdiction: USA

This Note examines some of the topics most commonly raised in initial SEC comment letters on registration statement filings for initial public offerings (IPOs). It provides excerpts from, and links to, representative SEC comment letters and company response letters. For each comment discussed, the Note offers drafting and other tips to help avoid the comment as an initial matter or, failing that, to respond effectively to the staff's concerns. It discusses comments that apply to the prospectus generally, including comments on plain English principles and expert consent requirements, and comments targeting specific sections of the prospectus, including the Risk Factors, MD&A and others.

This Note is updated bi-annually to reflect trends in recent SEC comment letters and company response letters in the IPO context.

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Resource ID: 7-517-8867
Law stated date: 23-Jun-2012
Products: PLC US Corporate & Securities, PLC US Law Department, Practical Law The Journal (US)

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