Permitted Communications Memorandum
(IPO)

Summary

This memorandum may be used by a company that is considering an initial public offering (IPO) to inform their board of directors and senior management of the rules applicable to dissemination of information during the IPO process. This memorandum may be adapted for a public company contemplating a follow-on offering as well. This template includes practical guidance and drafting notes. This memorandum covers the rules relating to permitted communications from the time a company is deemed to be in registration until expiration of the prospectus delivery period following completion of the IPO, including a discussion of the application of these rules to information posted on the company's website and disseminated by social media. The memorandum also addresses communications to test the waters pursuant to provisions of the Securities Act of 1933, as amended (Securities Act). Testing the waters was initially added for emerging growth companies in 2012 by the Jumpstart Our Business Startups Act and then expanded by the Securities and Exchange Commission (SEC) to cover all issuers in 2019. The chart below provides a visualization of the typical IPO process, including permitted communications during the three distinct IPO periods. Visualization of Initial Public Offering Process For more information about the rules applicable to communications during the IPO process, see IPO Process: Permitted Communications, Rule 134 Checklist of Permitted Communications. and Communications Safe Harbors for Registered Offerings Chart. For additional information about IPOs, see Initial Public Offering Process, Top 10 Practice Tips: Initial Public Offerings, and Initial Public Offerings Resource Kit. For information about the use of free writing prospectuses, see Free Writing Prospectuses in IPOs, Free Writing Prospectus Flowchart, Free Writing Prospectus Flowchart, and Free Writing Prospectus Checklist.