Earlier this month, the SEC’s Division of Corporation Finance announced it had expanded its policies to better accommodate public issuers seeking to raise capital and go-to-market faster.
Another indication that regulators are on high alert for further fallout in the wake of the collapse of major crypto firms.
Review of the Division of Corporation Finance’s Sample Comment Letters Can Help Guide Issuers in Preparing Their SEC Filings
Spencer Feldman's article first appeared in Law360 (April 9, 2021, subscription required)
Fraudsters may use SEC forms and filings to falsely claim SEC registration or that an offering was approved by the SEC. Don’t confuse that with the actual vetting by the SEC staff of disclosure during the review process and acceleration of effectiveness of a registered securities offering.
Letters to prospective investors like those included in the Lyft and Uber IPO prospectuses may be symbolic gestures by founders, chairpersons and CEOs to lead the selling effort, but nonetheless provide an insight into the unique mission, core beliefs and “karma” of today’s newest IPO companies, with the SEC closely monitoring the bounds of this informal disclosure.
The proposal would allow companies to more effectively consult with potential institutional investors to better identify acceptable offering terms in advance of a public offering, as compared to the current practice of repeated registration statement amendments to calibrate the public markets.
Acknowledging that there are substantial, but non-traditional relationships between workers and their 21st century companies, Airbnb makes its case to broaden the exemption from registration that allows private companies to issue compensatory equity to employees to also extend to contractors such as hosts on its network.