SEC Proposes Simplification Of Filer Status Categories And Enhanced Emerging Growth Company Accommodations
On May 19, 2026, the SEC proposed two separate rule changes that together would significantly improve the registered offering process, and ongoing SEC reporting compliance for almost all public companies. These rule proposals follow the much anticipated recent proposed rule change to provide domestic public companies with the option to transition to a semi-annual reporting framework. For a summary of that rule proposal, see HERE.
The SEC has proposed registered offering reforms that would: (i) increase access to shelf registrations on Form S-3; (ii) allow the use of offering communications that currently are limited to use by well-known seasoned issuers; (iii) expand the ability for broker-dealers to provide research report coverage; (iv) expand state law preemption to cover all registered offerings; and (v) expand the availability of incorporation by reference into Form S-1. For my four part blog series on these proposals see HERE, HERE, HERE, & HERE.
Separately, the SEC has proposed new Read More »
Emerging Growth Companies Will Start To Grow Up
The first of emerging growth companies (“EGC’s”) will begin losing EGC status as the five-year anniversary of the creation of an EGC has now passed. Those companies that will lose status as a result of the passage of time are almost unilaterally not pleased with the impending change and concurrent increase in regulatory compliance.
Background
Title I of the JOBS Act, initially enacted on April 5, 2012, created a new category of issuer called an “emerging growth company” (“EGC”). An EGC is defined as a company with total annual gross revenues of less than $1,070,000,000 during its most recently completed fiscal year that first sells equity in a registered offering after December 8, 2011. An EGC loses its EGC status on the earlier of (i) the last day of the fiscal year in which it exceeds $1,070,000,000 in revenues; (ii) the last day of the fiscal year following the fifth year after its IPO (for example, if the issuer has Read More »
Analysis of Section 404(b) of the Sarbanes-Oxley Act of 2002 for Non-Accelerated Filers
On October 13, 2009, the Securities and Exchange Commission (SEC) officially extended the date for non-accelerated filers to comply with Section 404(b) of the Sarbanes-Oxley Act of 2002 (SOX) until their fiscal years ending on or after June 15, 2010. Since the adoption of the rules implementing Section 404(b) on June 5, 2003, the time period for compliance by non-accelerated filers has been extended several times. It is widely believed that this extension, for six additional months, will be the last. Companies other than non-accelerated filers are already subject to Section 404 compliance. Although “non-accelerated” filers are not specifically defined, such filers include small business entities.
Among other things, Section 404(b) of SOX requires companies to include in their annual reports filed with the SEC, an accompanying auditor’s attestation report, on the effectiveness of the Company’s internal control over financial reporting. In other words, reporting companies must employ their auditor to audit and attest upon their financial internal control process, Read More »
