SEC amends ‘accelerated filer’ and ‘large accelerated filer’ definitions

Under the SEC’s Final Rule, the definitions of “accelerated filer” and “large accelerated filer” under the 1934 Securities Exchange Act now exclude issuers with annual revenues of less than $100 million in the most recent fiscal year who are eligible to be a smaller reporting company (the SRC revenue test). The amendments also add a similar accommodation for business development companies (BDCs) with public float that is less than $700 million and investment income less than $100 million. As a non-accelerated filer, such an issuer will not be required to comply with Sarbanes-Oxley Act Section 404(b), the auditor attestation requirement for an issuer’s internal control over financial reporting (ICFR), and may follow the extended filing deadlines for a non-accelerated filer (45 days for quarterly reports and 90 days for annual reports).

The amendments also add a check box to the cover page of annual reports on Forms 10-K, 20-F, and
40-F for registrants to indicate when an ICFR auditor attestation report is included in the filing, so that this information is more prominently disclosed. The amendments also revise the transition provisions in Exchange Act Rule 12b-2 for exiting accelerated filer and large accelerated filer status, by increasing the transition thresholds and adding a revenue test.

Read Grant Thornton’s New Developments Summary 2020-05 for more information.