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Friday, February 12, 2021
On February 8, the staff of the SEC’s Division of Corporation Finance (the Staff) published a sample comment letter that the Staff might send to companies that conduct securities offerings during periods of extreme stock price volatility. In its statements accompanying the sample comment letter, the Staff acknowledged the necessity of capital formation, even when the financial markets and stock prices are volatile, while also cautioning that unpredictability in the market can prove hazardous to investors and companies alike. The Staff noted the risks are “particularly acute” when companies attempt to raise capital during times of “recent stock run-ups or recent divergences in valuation ratios relative to those seen during traditional markets,” “high short interest or reported short squeezes,” and “reports of strong and atypical retail investor interest (whether on social media or otherwise).” The Staff indicated that those risks