Series 79: Chapter Eight

Chapter Eight

The Cooling-Off Period

The brief overview of the cooling-off period given in Chapter 6 describes how the SEC review process works in theory. That ideal version of the process is definitely something you need to know for the exam. But in practice, registrations have grown in number and complexity since 1933, and today the SEC is not able to fully review every registration statement within the statutory 20-day window.

To address this fact, registration statements are routinely filed with a delaying amendment, which acts as a sort of rolling amendment that constantly pushes off the effective date by 20 calendar days. Despite being an “amendment,” it is typically filed at the same time as the registration statement. SEC staff review the registration statement, and then issue comments or suggest corrections via a deficiency letter. (The SEC does not actually review every filing, although it does review every IPO filing.) Once the SE