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SEC Allows All Issuers to "Test-the-Waters"

September 27, 2019, Covington Alert

On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced the adoption of new Rule 163B under the Securities Act of 1933 (the “Securities Act”), which expands the permitted use of “test-the-waters” communications to all issuers, regardless of size or reporting status. The new rule, which the SEC proposed in February 2019, represents a substantial expansion of the “test-the-waters” provisions, which were previously available only to issuers that qualified as emerging growth companies (“EGCs”).

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