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Clifford Chance

Clifford Chance


SEC Eases Restraints on Pre-Marketing Investor Communications

28 October 2019

On September 26, 2019, the Securities and Exchange Commission adopted new Rule 163B under the U.S. Securities Act of 1933, as amended, extending the "test-the-waters" accommodation, currently available only to emerging growth companies, to all issuers (the adopting release is available here). Effective December 3, 2019, Rule 163B will permit all issuers, whether domestic or foreign, reporting or non-reporting, to communicate with certain institutional investors before and after filing a registration statement to gauge market interest in a contemplated public securities offering in the United States. This new rule also allows issuers to authorize others, such as underwriters, to engage in these types of communications on their behalf.

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