Permitted communications during the US IPO process

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Permitted communications during the US IPO process
  • Pre-filing period
  • Waiting period
  • Post-effective period
  • Research reports and underwriters
  • Permitted communications for Emerging Growth Companies (EGC) pursuant to JOBS Act
  • Safe harbors for communications during the IPO process

Permitted communications during the US IPO process

This Practice Note provides an overview on the communications permitted during the process of an initial public offer (IPO) in the United States of America. Produced in partnership with Lexis Practice Advisor.

As a company undergoes the offering and registration process for an initial public offering (IPO) (issuer) it will need to ensure that its communications with various parties, including its customers, the media and investors, comply with Section 5 of the Securities Act of 1933, as amended (Securities Act). Section 5 prohibits the offer of securities unless such offer is made by means of a prospectus that meets the requirements of the Securities Act, s 10 (ie a statutory prospectus) common communications (e.g., with customers, the media, and investors) may be deemed to be an offer.

The US Securities and Exchange Commission (SEC) has established a framework that allows a company to make certain types of communications during the offering process and provides some safe harbors. Under this framework, the offering process can generally be divided into three stages with respect to communications:

  1. the pre-filing period or quiet period

  2. the waiting period, and

  3. the post-effective period

each of which has its own restrictions, further details of which are described below.

Whether a communication is permitted depends on a number of factors, including:

  1. whether the communication is oral or written

  2. whom

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