SEC Proposed Changes to Accelerated and Large Accelerated Filer Definitions: First Analysis

This article discusses the proposed amendments issued by the U.S. Securities and Exchange Commission (the SEC) on May 9, 2019 to the accelerated filer and large accelerated filer definitions in Rule 12b-2 (Rule 12b-2) (17 C.F.R. § 240.12b-2) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The proposed amendments: (i) exclude from the accelerated and large accelerated filer definitions any issuer that qualifies as a smaller reporting company (SRC) under the SRC revenue test (i.e., no revenues or annual revenues of less than $100 million in the most recent fiscal year for which audited financial statements are available); (ii) revise the transition thresholds for accelerated and large accelerated filers becoming non-accelerated filers and for exiting large accelerated filer status; and (iii) add a revenue test to the transition thresholds for exiting both accelerated and large accelerated filer status.