Pre-IPO Disclosures – What is the SEC review process? – (58)

as possible after the initial filing of the registration statement as the SEC will not declare the registration statement for the IPO effective if there is an outstanding confidential treatment request.
What is the SEC review process?
The SEC’s review of the registration statement is an integral part of the IPO process. Once a registration statement is filed, a team of SEC Staff members is assigned to review the filing. The team consists of accountants and lawyers, including examiners and supervisors. The SEC’s objective is to assess the company’s compliance with its registration and disclosure rules. The SEC review process should not be viewed as a “black box” where filings go in and comments come out—rather, as with much of the IPO process, the comment process is a collaborative effort.
The SEC’s principal focus during the review process is on disclosure; although the nature of some comments shade into substantive review. In addition to assessing compliance with applicable requirements, the SEC considers the disclosures through the eyes of an investor in order to determine the type of information that would be considered material to an investor. The SEC’s review is not limited to just the registration statement. The SEC Staff will closely review websites, databases, and magazine and newspaper articles, looking in particular for information that they think should be in the prospectus or that contradicts information included in the prospectus.
The review process is time-consuming. While there was a time when the review process could be completed in roughly two months, now, given the length of many prospectuses and the complexity of the disclosure, it can take three to five months. The review depends on the

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