Adoption of "Smaller Reporting Companies" Category and Integration of Regulation S-B Requirements into Regulations S-K and S-X


Currently, companies with annual revenues and a public float (the aggregate worldwide market value of voting and non-voting common equity held by non-affiliates) of less than $25 million are defined as "small business issuers" under relevant rules of the Securities and Exchange Commission ("SEC"). Companies with a public float of less than $75 million are considered "nonaccelerated filers." Generally, small business issuers file their periodic reports and registration statements on alternative "SB" forms and have scaled disclosure requirements that in some instances are less onerous than the requirements that apply to other filers. For example, small business issuers are not required to include a "Compensation Discussion and Analysis" in their annual reports on Form 10-KSB or annual proxy statements. Non-accelerated filers, on the other hand, have additional time in which to file their annual and quarterly reports, are not required to disclose unresolved SEC Staff comments in their annual reports, and have been subject to a longer phrase-in schedule for the requirements with respect to management?s report on internal control over financial reporting and the auditors? review and attestation thereof pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.

Please read full article for more information.

LOADING PDF: If there are any problems, click here to download the file.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Ober|Kaler | Attorney Advertising

Written by:


Ober|Kaler on:

JD Supra Readers' Choice 2016 Awards
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.