draft registration statement be accompanied by a transmittal letter confirming the issuer’s status as an
EGC. The Staff expects that any registration statement submitted for confidential review will be substantially complete at the time of initial submission, including a signed audit report and the required exhibits (however, the registration statement itself is not required to be signed or to include the consent of auditors and other experts). The SEC Staff has noted that it will defer review of any draft registration statement that is materially deficient.5
Can any other information or agreement be kept
confidential?
In addition to a registration statement, a company is required to file certain exhibits with the registration statement, including its certificate of incorporation, bylaws, material agreements (including the underwriting agreement) and consents of experts. Since information filed via the EDGAR system with the SEC will be publicly available, if the company wants to keep any information confidential, it must request confidential treatment of the information from the SEC and file redacted versions of the exhibits with the SEC. Requests for confidential treatment may involve trade secrets or commercial or financial information that could harm the company competitively if disclosed to the public. However, the SEC will not grant confidential treatment requests if it believes the information is necessary to protect investors. As a result, requests should be as narrow as possible. The confidential treatment request process can be lengthy and initial requests should be submitted with or as soon
5 See Frequently Asked Questions of Confidential Submission Process for Emerging Growth Companies, issued by the SEC Staff on April 10, 2012
draft registration statement be accompanied by a transmittal letter confirming the issuer’s status as an
EGC. The Staff expects that any registration statement submitted for confidential review will be substantially complete at the time of initial submission, including a signed audit report and the required exhibits (however, the registration statement itself is not required to be signed or to include the consent of auditors and other experts). The SEC Staff has noted that it will defer review of any draft registration statement that is materially deficient.5
Can any other information or agreement be kept
confidential?
In addition to a registration statement, a company is required to file certain exhibits with the registration statement, including its certificate of incorporation, bylaws, material agreements (including the underwriting agreement) and consents of experts. Since information filed via the EDGAR system with the SEC will be publicly available, if the company wants to keep any information confidential, it must request confidential treatment of the information from the SEC and file redacted versions of the exhibits with the SEC. Requests for confidential treatment may involve trade secrets or commercial or financial information that could harm the company competitively if disclosed to the public. However, the SEC will not grant confidential treatment requests if it believes the information is necessary to protect investors. As a result, requests should be as narrow as possible. The confidential treatment request process can be lengthy and initial requests should be submitted with or as soon
5 See Frequently Asked Questions of Confidential Submission Process for Emerging Growth Companies, issued by the SEC Staff on April 10, 2012
