This practice note examines some of the common issues and comments that the U.S. Securities and Exchange Commission (SEC) staff may raise in its review of registration statements filed for initial public offerings (IPOs). The note provides guidance on how to prepare the prospectus and respond to SEC staff comments, with a focus on topics such as the SEC review process, plain English principles, experts’ consents, non-GAAP financial measures, emerging growth companies, and risk factors. The note also discusses comments that apply to specific sections of the prospectus, such as the summary, management’s discussion and analysis of financial condition and results of operations, use of proceeds, and industry and market data. The note is intended to help counsel to an IPO company navigate the SEC staff review process and resolve the comments efficiently and effectively. The note does not cover comments on executive compensation disclosure, financial statement and accounting issues, or liability under the federals securities law.

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