Sec amends definitions of accelerated and large accelerated filers

  • United States
  • 03/18/2020
  • Morgan Lewis

The US Securities and Exchange Commission announced that it voted on March 12 to adopt amendments to the definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. The amendments are intended to reduce the number of issuers included in the definitions, thus lowering compliance costs and burdens for certain smaller issuers.
The Securities and Exchange Commission (SEC) had first proposed amendments to the definitions in May 2019. The recently announced amendments do the following, among other things:

Add a revenue threshold to the accelerated and large accelerated filer definitions, excluding from these categories issuers that (1) are eligible to be smaller reporting companies (SRCs), as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (Exchange Act), and (2) had annual revenues of less than $100 million in the most recent fiscal year for which audited financial statements are available.
Increase the public float transition threshold for accelerated and large accelerated filers to become non-accelerated filers from $50 million to $60 million, and for exiting large accelerated filer status from $500 million to $560 million.
Add a revenue test to the transition thresholds for exiting both accelerated and large accelerated filer status.
Add a check box to the cover pages of Annual Reports on Forms 10-K, 20-F, and 40-F to indicate whether an internal control over financial reporting (ICFR) auditor attestation is included in the filing.

link to full article:
https://www.morganlewis.com/pubs/sec-amends-definitions-of-accelerated-and-large-accelerated-filers