Summary

Expands two Securities Act provisions so any issuer — not just "emerging growth companies" — can rely on certain investment communications and can submit draft registration statements to the SEC for confidential, nonpublic staff review. For issuers that are not emerging growth companies, the SEC may create additional rules, but only after it studies the effects and reports findings to Congress. Sets clear public-filing deadlines for confidential submissions: initial drafts and amendments must be publicly filed 10 days before IPO effectiveness, 10 days before a listing under Section 12(b), or 48 hours before effectiveness for follow-on offerings. The SEC must complete a findings report to Congress before initiating rulemakings that extend these processes beyond emerging growth companies.

Key Points

• Replaces the "emerging growth companies" limit so the communications provision can apply to any issuer.
• Gives the SEC authority to make rules for non-emerging growth companies, but only after reporting findings to Congress and using notice-and-comment rulemaking.
• Allows issuers to submit draft registration statements to the SEC for confidential staff review before public filing.
• Establishes public-filing deadlines for confidential submissions: 10 days before IPO effectiveness, 10 days before listing under Section 12(b), and 48 hours before follow-on effectiveness.
• SEC can impose additional terms on non-emerging growth issuers through rulemaking, but that rulemaking is conditioned on a prior findings report to Congress.
• Aims to expand access to confidential review and pre-filing communications beyond small or emerging issuers.
• May shorten the period that material stays nonpublic by requiring near-term public filing after confidential submission.
• Does not authorize new spending and leaves enforcement and administrative practice to the SEC's rulemaking process.

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