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SEC Expands Confidential Review Process for Draft Registration Statements

By Cesar Fischer, Gary Emmanuel, Marc M. Rossell, Barbara A. Jones, Win Rutherfurd, Dorothee Fischer-Appelt & David Huberman on March 6, 2025
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On March 3, 2025, the Securities and Exchange Commission’s Division of Corporation Finance issued new guidance expanding the availability of confidential (nonpublic) review of draft registration statements (DRS).

Click here to read the full GT Alert.

Photo of Cesar Fischer Cesar Fischer

Cesar Fischer focuses on corporate and securities law, with an emphasis on capital markets transactions, venture financing, and mergers and acquisitions. He represents U.S. and non-U.S. clients, including early-stage and emerging growth companies, investment banks, and venture capital and private equity firms. Latin…

Cesar Fischer focuses on corporate and securities law, with an emphasis on capital markets transactions, venture financing, and mergers and acquisitions. He represents U.S. and non-U.S. clients, including early-stage and emerging growth companies, investment banks, and venture capital and private equity firms. Latin American clients also seek Cesar to advise on general corporate matters, including with respect to corporate governance, SEC reporting and other compliance matters.

Cesar advises on public and private equity and debt offerings, including SEC-registered and Rule 144A/Regulation S initial public offerings, as well as secondary offerings, high-yield and investment-grade debt offerings. He also provides guidance on corporate governance, SEC compliance, and Sarbanes-Oxley related issues.

In the venture capital space, Cesar has worked on numerous financing rounds for technology and health care companies, representing both investors and startups. He has also been involved in cross-border M&A transactions and corporate reorganizations.

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Photo of Gary Emmanuel Gary Emmanuel

Gary Emmanuel has market leading experience in corporate securities matters, representing both domestic and foreign companies in a full range of general corporate and securities matters, with a focus on navigating the process of capital raising, including initial public offerings (IPOs), follow-on offerings…

Gary Emmanuel has market leading experience in corporate securities matters, representing both domestic and foreign companies in a full range of general corporate and securities matters, with a focus on navigating the process of capital raising, including initial public offerings (IPOs), follow-on offerings, shelf takedowns, private placements in public equities (PIPEs), reverse mergers, and de-SPACs, as well as SEC reporting and compliance, and corporate governance matters. Gary works closely with life science companies and other companies in growth technology verticals, both as company counsel and as underwriter’s counsel. In addition, Gary counsels companies in a wide variety of corporate transactions including licensing, reverse mergers, acquisitions, and joint ventures.

Based in Tel Aviv, Gary is highly experienced in working with the Israeli business community and assisting Israeli companies with their US corporate matters, with special emphasis on capital markets related transactions.

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Photo of Marc M. Rossell Marc M. Rossell

Marc M. Rossell, co-chair of the firm’s Latin America Practice, focuses his practice on capital markets transactions, including both equity and debt securities offerings and structured financings. Marc has been involved in many of the largest securities offerings out of Latin America, including…

Marc M. Rossell, co-chair of the firm’s Latin America Practice, focuses his practice on capital markets transactions, including both equity and debt securities offerings and structured financings. Marc has been involved in many of the largest securities offerings out of Latin America, including landmark privatization offerings by the Argentine government’s national oil company and telephone companies, the privatization of the Peruvian telephone company, as well as many high-yield debt offerings and equity offerings of companies in Argentina, Chile, the Dominican Republic, Mexico, Panama, Peru and other countries. During the 1980s, he spent a considerable amount of time as bank advisory committee counsel, focusing on the restructuring of the external debt of many countries in Latin America. He also represents creditors and debtors in liability management transactions and has considerable experience with the issuance of project bonds to finance construction projects, many of which have won awards from industry publications.

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Photo of Barbara A. Jones Barbara A. Jones

Barbara A. Jones is Co-Managing Shareholder of the firm’s Los Angeles office and a member of the firm’s Global Corporate practice. Barbara serves as Chair of the firm’s interdisciplinary Blockchain & Digital Assets practice. Barbara maintains a diverse corporate and securities law practice

…

Barbara A. Jones is Co-Managing Shareholder of the firm’s Los Angeles office and a member of the firm’s Global Corporate practice. Barbara serves as Chair of the firm’s interdisciplinary Blockchain & Digital Assets practice. Barbara maintains a diverse corporate and securities law practice across industry groups, emphasizing complex international and domestic transactions, including private and public financings, dual listings, mergers and acquisitions, strategic collaborations and joint ventures, and licensing transactions. She serves as a trusted advisor to public and private company boards of directors on governance matters and complex regulatory reporting and compliance issues. Barbara’s clients include financial institutions, private equity and venture capital groups, and public and private companies in emerging technology, life sciences and biotechnology, defense and security, blockchain and digital assets, telecommunications, information technology, energy (traditional and renewable), mining, media, entertainment and sports. Barbara also represents Olympic and professional athletes and sports-related organizations.

Barbara practiced U.S. law in London from 1990 through 1997 with Sullivan & Cromwell, LLP, and headed the international capital markets practice of Kirkland & Ellis LLP from 1999 to 2003 before relocating to Boston. From 1997 to 1999, she served as Vice-President, Assistant General Counsel and Regional Counsel for capital markets with J.P. Morgan Securities Ltd. in Europe, the Middle East and Africa. Since returning to the U.S., she has continued to actively represent public and private companies, private equity groups and investment banks in the European, Scandinavian, African and greater Asian markets, including China.

Barbara is a past chair of the ABA’s Subcommittee on International Securities Matters. She is a frequent speaker at conferences relating to cross-border securities matters, strategic alternatives, and digital asset structures. She serves on the Government of Bermuda’s Global FinTech Advisory Board.

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Photo of Win Rutherfurd Win Rutherfurd

Win Rutherfurd advises public and pre-IPO companies on capital markets and corporate governance matters and compliance with securities laws. He represents issuers in a range of financing transactions, including equity and debt offerings, liability management, and private placements, including in the area of…

Win Rutherfurd advises public and pre-IPO companies on capital markets and corporate governance matters and compliance with securities laws. He represents issuers in a range of financing transactions, including equity and debt offerings, liability management, and private placements, including in the area of real estate investment trusts (REITs). Win advises clients on a wide variety of securities laws and governance matters, including drafting and reviewing annual, periodic and current reports and proxy statements, compliance with SEC/stock exchange rules and board meeting minutes, as well as with respect to day-to-day operational matters, including contract review, covenant compliance, internal restructurings, intercompany arrangements, and investor communications.

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Photo of Dorothee Fischer-Appelt Dorothee Fischer-Appelt

Dorothee Fischer-Appelt is a New York and English-qualified shareholder with more than 25 years’ experience in international capital markets and M&A transactions. She represents companies, financial institutions and selling shareholders in connection with international equity and debt capital markets transactions, including IPOs, secondary…

Dorothee Fischer-Appelt is a New York and English-qualified shareholder with more than 25 years’ experience in international capital markets and M&A transactions. She represents companies, financial institutions and selling shareholders in connection with international equity and debt capital markets transactions, including IPOs, secondary equity offerings, structured equity offerings, convertibles, warrants, block trades, high yield offerings, Rule 144A debt offerings, covered bonds, exchange offers and consent solicitations.

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Photo of David Huberman David Huberman

David Huberman works closely with Israeli and domestic clients, representing issuers and underwriters on capital raising transactions, including private and public offerings. He regularly represents Israeli companies in their initial public offerings on U.S. stock exchanges and advises on ongoing compliance with U.S.

David Huberman works closely with Israeli and domestic clients, representing issuers and underwriters on capital raising transactions, including private and public offerings. He regularly represents Israeli companies in their initial public offerings on U.S. stock exchanges and advises on ongoing compliance with U.S. securities laws. David’s clients include pharmaceutical and technology companies currently traded, or on their way to the Nasdaq.

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  • Posted in:
    Corporate & Commercial, International
  • Blog:
    Financial Services Observer
  • Organization:
    Greenberg Traurig, LLP
  • Article: View Original Source
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