Series 14: 6.1.5.1. Delaying Amendments, Deficiency Letters, And Acceleration

6.1.5.1. Delaying Amendments, Deficiency Letters, and Acceleration

The 20-day timeframe for the cooling-off period is how things are supposed to work in theory, and you definitely need to know it 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 20-day window stated in the Securities Act.

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 end of the cooling-off period. As long as the delaying amendment is there, the end of the cooling-off period is always treated as being 20 calendar days in the future. 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