SEC Expansion of “Testing-the-Waters” Communications to All Issuers

Harvard Law School Forum on Corporate Governance and Financial Regulation

Michael J. Zeidel Andrew J. Brady Ryan J. Adams

In September 2019, the SEC adopted new Rule 163B and related Securities Act amendments, which together expand the permitted use of “testing-the-waters” communications to all companies regardless of size or reporting status. This much-anticipated move levels the playing field for issuers seeking to evaluate market interest prior to a registered public offering.