Title

SEC Proposes Expansion of "Testing the Waters"
Client Memorandum

Created date

2/20/2019

Yesterday the Securities and Exchange Commission proposed a broad expansion of the popular “testing the waters” provisions to all companies, including seasoned reporting companies, smaller reporting companies and all pre-IPO companies, as well as business development companies and other registered investment companies. If adopted, new Rule 163B would allow all companies, and any person authorized to act on their behalf – including underwriters – to engage in oral or written communications with qualified institutional buyers and other institutional accredited investors prior to or after the filing of a registration statement in order to gauge investor interest in a registered offering.