Who is a large accelerated filer

By continuing to browse this site, you agree to this use of cookies in accordance with our Cookie Policy. The following table summarizes key components of the amended rule: What are the key changes? There was no revenue test. A check box now is required for the cover pages of annual reports on Forms K, F, and F to indicate whether an ICFR auditor attestation is included in the filing. Further, the amendments add a revenue test to the transition thresholds for exiting both accelerated and large accelerated filer status.

The following table summarizes the relationship between accelerated filer status and SRC definitions: What has not changed? The accelerated filer definition still determines whether an issuer is required to have an auditor attestation over ICFR.

The public float threshold for large accelerated filers has not changed. I understand and agree. Idea Exchange. What's New. The Latest View All. Idea Exchange Subscribe. Securities Alert. Companies that are accelerated filers have a number of things to consider this month.

Transitioning Among Filer Categories As previously mentioned, the amendments also increased the thresholds for exiting large accelerated filer and accelerated filer status, allowing companies at the lower end of the prior thresholds to potentially transition to the lower and potentially less burdensome status. Here are two examples that the SEC provided to illustrate the operation of the transition provisions: Example 1. How does all this affect you? Issuers — Discuss with your auditors the implications of these transition rules to your future audits.

Review the transition provisions carefully as well as public float and annual revenue definitions. Auditors — Discuss the potential impact of the amended definition with issuer audit clients. Help ensure they are aware of the related transition provisions and the potential impact to future audits.

Audit Committees — Your company may now qualify as a non-accelerated filer. Gary M. Most significantly, under the amendments, companies qualifying for the carve-out will no longer be subject to the SOX b requirement to have an auditor attestation report on internal control over financial reporting ICFR , a requirement that applies to accelerated and large accelerated filers. The amendments will become effective on April In adopting these amendments, the SEC said that the amendments will "more appropriately tailor the types of issuers that are included in the definitions, thereby reducing unnecessary burdens and compliance costs for certain smaller issuers while maintaining investor protections.

The amendments are consistent with the Commission's and Congress's historical practice of providing scaled disclosure and other accommodations to reduce unnecessary burdens for new and smaller issuers.

The issue of whether — and how — to address the accelerated filer definition has been steeped in controversy for several years. But not, as the designation accelerated filer might suggest, because a revision of the definition would allow a new tranche of companies to prepare and file their periodic reports on a more relaxed schedule; that result has been largely disregarded as inconsequential.

Rather, the controversy arises out of the potential exemption of these additional companies from the obligation to obtain a SOX b auditor attestation on ICFR, a requirement that is viewed as critical investor protection by its advocates, but is anathema to many supporters of deregulation.

These changes, however, disturbed the previous alignment between the categories of "smaller reporting company" and "non-accelerated filer," with the result that some companies have been categorized as both SRCs and accelerated filers or, surprisingly, even large accelerated filers.

Many commenters at the time took the opportunity to recommend that the SEC increase the public float threshold in the accelerated filer definition to be commensurate with the cap in the new SRC definition, arguing that the costs associated with SOX b were burdensome and "divert capital from core business needs.

Although the SEC elected not to raise the accelerated filer threshold at that time, notwithstanding the admitted additional regulatory complexity, SEC Chair Jay Clayton did direct the staff to formulate recommendations "for possible additional changes to the 'accelerated filer' definition that, if adopted, would have the effect of reducing the number of companies that qualify as accelerated filers in order to promote capital formation by reducing compliance costs for those companies, while maintaining appropriate investor protections.

But the SEC opted for a narrowly tailored carve-out that attempts to thread the needle with regard to the SOX b controversy, an approach the SEC viewed as analogous to other past approaches that opted for scaled disclosure. However, the resulting framework for determining filer categories and requirements adds another layer of complexity to the current labyrinth, including some rather head-spinning new transition provisions.

Securities and Exchange Commission. Who is affected by the amendments? What is the result of the amendments? What changes were made by the amendments? The issuer has filed at least one annual report pursuant to Exchange Act Section 13 a or 15 d. Increase the public float transition thresholds for accelerated and large accelerated filers. Add a revenue test to the transition thresholds for accelerated and large accelerated filers.

Add a check box to indicate whether an ICFR auditor attestation is in a filing. What are the relationships between smaller reporting companies and non-accelerated, accelerated, and large accelerated filers under the amendments? Accelerated Filer Conditions.