This practice note covers the registration statement review process with the U.S. Securities and Exchange Commission (the SEC) in an initial public offering (IPO). A company or other entity seeking to issue securities in an IPO, referred to as the registrant, will file a registration statement (typically on Form S-1) with the SEC. A registration statement filed in connection with an IPO is almost always reviewed on a cover-to-cover basis by the SEC and usually receives a number of comments from the staff of the SEC’s Division of Corporation Finance (the SEC Staff). Until these comments have been resolved to the SEC Staff’s satisfaction, and the registration statement has been correspondingly amended, the SEC Staff will not make the registration statement effective, which is necessary in order to proceed with the IPO. This practice note discusses the SEC review and comment process, responding to comments, and the new confidential submission and review procedure.