SEC Scales Disclosure Requirements for Certain New and Smaller Issuers

On March 12, the SEC announced it has adopted amendments to the “accelerated filer” and “large accelerated filer” definitions in Exchange Act Rule 12b-2.  These amendments will:

• exclude from these definitions an issuer that is eligible to be a smaller reporting company and had annual reviews of less than $100 million in the most recent fiscal year;
• increase the transition thresholds for an accelerated and a large accelerated filer becoming a non-accelerated filer; and
• add a revenue test to the transition thresholds for exiting both accelerated and large accelerated filer status.

Nasdaq supported this change and other efforts to reduce regulatory burdens for public companies while maintaining important investor protections.  By our estimates, nearly 400 Nasdaq-listed companies may be impacted by these amendments. For more information, read the SEC’s press release SEC Adopts Amendments to Reduce Unnecessary Burdens on Smaller Issuers by More Appropriately Tailoring the Accelerated and Large Accelerated Filer Definitions.

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