For foreign private issuers registered with the U.S. Securities and Exchange Commission (SEC), there are several filing statuses that affect the content of various public disclosures that must be made. Foreign private issuers...more
On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material...more
Cooley has published a new resource – Public Company Guide to Determining Securities Exchange Act Filer and Smaller Reporting Company Status – that guides companies through the statutory and regulatory requirements for...more
For many U.S. public companies, June 30 is the end of their second fiscal quarter, which means it is time to prepare their Quarterly Reports on Form 10-Q. This also means it is time for these companies to evaluate their...more
As you probably recall, SOX 404 requires public reporting companies to disclose the effectiveness of their internal control over financial reporting. SOX 404(a) public companies to provide an assessment of ICFR by management;...more
This is Part I of a two-part memorandum series outlining key considerations from White & Case’s Public Company Advisory Group for US public companies during the 2021 annual reporting and proxy season. Part I of this memo...more
The new year is well underway, and calendar year filers are knee deep in Form 10-K and proxy planning and drafting. Highlighted below are some of the key issues and changes that companies should consider as they continue work...more
Tuesday, Securities and Exchange Commission Chair, Jay Clayton, testified before the U.S. Senate Committee on Banking, Housing, and Urban Affairs. In his last testimony, Chair Clayton confirmed his plans to conclude his...more
Companies that are accelerated filers have a number of things to consider this month. In-line XBRL Is Now Required - First — don’t forget that the in-line XBRL tagging requirements (including for cover pages) have now...more
Today, June 30, is the reference date for calendar year-end companies to calculate next year’s filer status, as well as the aggregate market value of equity held by non-affiliates (i.e., public float) for purposes of...more
Changes are intended to address unintended consequences of 2018 SEC ruling. The amendments to the definitions of “accelerated filer” and “large accelerated filer” pursuant to Rule 12b-2 under the Securities Exchange Act of...more
On March 12, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions. The amendments provide a carve-out for smaller reporting companies (SRC) and...more
A number of public companies have experienced dramatic fluctuations in their stock price, trading volume and market capitalization as a result of the recent market downturn triggered by the COVID-19 pandemic....more
On March 12, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions under Rule 12b-2 of the Exchange Act to reduce burdens and compliance...more
On March 12, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (Rule 12b-2). The...more
The Securities and Exchange Commission (SEC) has adopted amendments to the definitions of accelerated filer and large accelerated filer to exclude companies that had annual revenues of less than $100 million in their most...more
The Securities and Exchange Commission recently adopted amendments to the definitions of “accelerated filer” and “large accelerated filer” that will allow more public companies to qualify as non-accelerated filers, providing...more
In December, we noted the added complexity due to the definitions of accelerated filer and large accelerated filer remaining unchanged when the Securities and Exchange Commission (the “Commission”) adopted amendments to raise...more
On March 12, 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to the definition of “accelerated filer” and “large accelerated filer” definitions in Exchange Act Rule 12b-2, which amendments...more
On March 12, 2020, the SEC announced that it has adopted amendments to the “accelerated filer” and “large accelerated filer” definitions to “more appropriately tailor the types of issuers that are included in the definitions,...more
The U.S. Securities and Exchange Commission has released final rules amending the definitions for accelerated filers and large accelerated filers, providing significant relief for smaller reporting companies in the technology...more
The SEC has adopted amendments to the accelerated and large accelerated filer definitions to exclude smaller reporting companies with annual revenues of less than $100 million. As a result of the amendments, these smaller...more
Internal Control Over Financial Reporting and Filing Deadlines - On March 12, 2020, the Securities and Exchange Commission adopted amendments to the definitions of “accelerated filer” and “large accelerated filer.”...more
Last week, amidst the focus on the coronavirus, the Securities and Exchange Commission made progress on its short-term rulemaking agenda by amending the definitions of “accelerated filer” and “large accelerated filer.” The...more
For Form 10-K filers, the March 12th amendments to the “accelerated filer” definition made sense and helped better coordinate the “smaller reporting company” definition with the “accelerated filer” definition. The amendments...more