On April 5, 2012, the SEC's Division of Corporation Finance (the Division) issued guidance to emerging growth companies (EGCs) explaining how they can confidentially submit their draft registration statements for confidential non-public review, as now permitted by the JOBS Act.

The guidance states that, until the SEC establishes an electronic system for confidential submission, eligible companies may submit their draft registration statements by physically delivering one copy to an address specified in the guidance either:

Submissions should include a transmittal letter confirming the issuer is an EGC. The Division will confirm receipt of each submission, and advise the issuer which office has been assigned to review it. No registration fee is due at the time of a confidential submission. The guidance highlights that, under the JOBS Act, confidential submission is only available to EGCs that have not previously sold common equity under a Securities Act registration statement.

The confidential submission procedure applies to all foreign private issuers (FPIs) eligible to submit a draft registration statement confidentially, either because they are EGCs or because they qualify for the SEC's Non-Public Submissions from Foreign Private Issuers policy. The e-mail address previously used for confidential submissions by FPIs is now inactive.

For more information on relief the JOBS Act provides for EGCs, see Practice Notes, JOBS Act: On-ramp to the Capital Markets for Emerging Growth Companies Summary and Road Map to the Jumpstart Our Business Startups (JOBS) Act of 2012.

For more information on the SEC's policy for confidential submissions by certain FPIs, see Legal Update, SEC Limits Confidential Review Policy for Foreign Private Issuers.