SEC Opens Path to Keep IPOs Moving
Over the past week, Cooley and other leading law firms have been in discussions with the SEC about ways to mitigate the impact of the government shutdown on the country’s capital markets. The SEC’s Division of Corporation Finance has now updated its shutdown FAQs to help companies that are attempting to access public markets while the staff is unable to review or accelerate effectiveness of registration statements. The new guidance creates a path for IPO companies to launch offerings using a price range during the shutdown, even though the staff isn’t around to give the green light on the registration statement. Here are the key details:
- During the shutdown, IPO companies that remove the “delaying amendment” from their registration statements will be able to launch their IPO with a bona fide estimate of the price range under Rule 430A, rather than a specific firm price.
- During the shutdown, IPO companies may be able to establish a wider price range and/or have additional flexibility to price outside of the estimated price range – leveraging an interpretive safe harbor that in normal times allows companies to set a price that is up to 20% above or below the estimated price range.
- Dropping the “delaying amendment” means that a registration statement goes effective 20 calendar days after filing – but there are still a few complexities:
- Companies must wait 20 calendar days after filing the final registration statement to be able to go effective and price the IPO, and if you amend your registration statement, it restarts the 20-day period.
- In order to start the 20-day period, companies must add specific language to the registration statement about becoming effective in accordance with Section 8(a).
- Even without a delaying amendment, the SEC can still step in with a stop order or take other emergency actions if needed.
- Companies that choose the “effective by passage of time” path will need to carefully consider whether they’ve addressed significant staff comments before going effective and whether any material changes have occurred that the market should know about.
- Companies still have to follow specific rules to take advantage of Rule 430A accommodations, which we describe in The Upsizing or Downsizing Handbook on IPO Go.
Other than this updated approach to Rule 430A and deleting FAQs that related to pre-shutdown actions, the staff’s guidance remains the same as we’ve previously described. As novel situations and approaches continue to develop, the Cooley team is keeping offerings on track by monitoring market and regulatory changes in real time – and working closely with clients to navigate how the shutdown is affecting deals.
October 7, 2025
Cooley publishes 2026 Financial Staleness and Filing Guide
We’re now on day 7 of the government shutdown, and predictable initial public offering (IPO) timelines are one casualty. As the Securities and Exchange Commission (SEC) indicated in its September 30 guidance, the staff won’t be able to screen or review registration statements until the government reopens. We don’t know when that will be or how long it will take the staff to work through its backlog. For companies preparing for IPOs and other financings, this uncertainty underscores the importance of controlling what you can – starting with your financial statement deadlines.
Staleness dates determine when previously filed financial statements go “out of date” and must be refreshed. Miss a date, and your transaction could be pushed back by weeks or even months while you wait for new financials to become available. In a normal environment, these deadlines drive deal readiness. During and after a shutdown, they can become even more consequential, since a delayed filing pushes you further down the line for review.
To help companies stay ahead, we’ve published the 2026 Financial Staleness and Filing Guide. This resource provides a clear calendar of key dates for issuers with a December 31, 2025, fiscal year-end, along with practical guidance on which financial statements will be required to move forward. It’s designed to help executive, finance and legal teams align on timing and avoid last-minute surprises.
September 30, 2025
SEC issues statement ahead of shutdown
Late this afternoon, the Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) and Division of Investment Management posted a statement in advance of the government shutdown. Here’s an excerpt:
“Starting October 1, 2025, a limited number of staff members in the Division of Corporation Finance and Division of Investment Management will be available to answer questions relating to fee calculations and emergency filing relief. If you require assistance in these matters, submit your request and contact information to CFEmergency@sec.gov?or?IMEmergency@sec.gov, as appropriate. Staff in the Division of Corporation Finance and Division of Investment Management will not be available to respond to other questions. In all situations, responsibility for complete and accurate disclosure remains with the company and others involved in the preparation of a company’s filings.”
The looming shutdown prompted some companies that are working through public offerings to consider requesting acceleration of the effective date of their pending registration statements before the staff went on furlough at 5:30 pm ET.
The Cooley team is continuing to work with companies at various stages of their offerings to navigate this and other shutdown-related issues. As we predicted in our September 29 blog, Corp Fin rolled forward the FAQs that it had posted earlier this year. The September 30 FAQs are identical to those issued in March, other than removing a list of factors to consider when removing the delaying amendment from a registration statement.
