The Value of “Normal Course of Business” Communications During the IPO Quiet Period

When a company enters the IPO registration phase, communications become a balancing act between transparency and restraint. The U.S. Securities and Exchange Commission’s rules governing the “quiet period” are intended to prevent gun-jumping – that is, promoting the stock before it’s legally permissible. But “quiet” doesn’t mean “silent.” In fact, one of the most effective ways to maintain credibility and visibility during this restrictive period is to have already established a rhythm of communication well before filing. That rhythm – what regulators refer to as “ordinary course” or “normal course of business” communications – can make all the difference when the company moves into registration.

What “Normal Course” Really Means

The SEC permits companies to continue their regular, factual business communications during the registration process, as long as they are consistent with past practice and are not meant to influence the market for the IPO. In simple terms: if your company has a history of sharing operational updates, product milestones, or ESG progress, you can generally continue doing so, assuming you have established that pattern over time.

For example, a biotech company that has historically issued data updates after each phase of a clinical trial can continue to do so during registration, as long as those announcements follow the same format, tone, and distribution channels used before. Similarly, quarterly newsletters, corporate blog posts, or customer-facing content about partnerships or technology advances can usually continue – as long as they are factual, non-promotional, and reviewed by counsel.

Companies often get into trouble when they change their behavior after starting the IPO process. Suddenly increasing visibility, expanding paid media, or launching a CEO thought-leadership campaign that wasn’t part of their previous practice can trigger warning signs. The SEC and underwriters might see these actions as attempts to boost investor excitement, which could jeopardize the offering.

Why Early Coordination Pays Off

This is where the partnership between the company and its IR/PR agency becomes crucial. Months before the initial confidential filing, communications teams can help establish a rhythm of factual storytelling that feels natural to the business and complies with SEC standards.

By working with legal counsel and IR/PR advisors to define “business as usual” communications early, companies can:

• Create a documented precedent – Keeping a clear record of previous press releases, social media posts, and external statements demonstrates consistency and routine.
• Build audience familiarity – Regular updates ensure the company’s story is understood before the quiet period begins.
• Train executives – Media training helps leaders speak confidently within set boundaries, so “no comment” doesn’t sound defensive.
• Lay digital groundwork – Updating websites and fact sheets early ensures accuracy and alignment before filing.

Strategic Continuity During Registration

Once registration is underway, the goal shifts from building awareness to maintaining stability. Communications should reinforce confidence in the company’s ongoing operations without introducing new forward-looking statements.

This can include:
• Regular operational updates that mirror pre-existing practices
• Consistent employee communications to sustain morale
• Continuing customer or partner updates focused on execution
• Maintaining factual media relationships tied to disclosed information

At this stage, every word should be reviewed by legal counsel, but if a sound foundation was built early, the process becomes far smoother. The company remains visible, relevant, and trusted – without crossing regulatory lines.

The Long-Term Payoff

The advantages of disciplined, pre-planned “normal course” communication extend beyond mere compliance. They influence perception. Investors, analysts, and journalists appreciate consistency, and companies that communicate reliably appear more mature and prepared. In the fast-paced biotech sector, where credibility is vital, having a steady hand in communications can establish the tone for life as a public company. By partnering early with an experienced IR/PR team, companies build not just a compliant communications structure but a culture of transparency that benefits them long after the IPO.

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This article is part of the LaVoieHealthScience White Paper:  IPO Preparedness in 2025 – A Contemporary Roadmap