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2020-03-26
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Accelerated Filer and Large Accelerated Filer Definitions
Part II
Rules and Regulations
D09002ee1bdb5c48e
D09002ee1bdb5c65d
United States
Securities and Exchange Commission
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org
United States Government Agency or Subagency
The Securities and Exchange Commission (``Commission'') is adopting amendments to the accelerated filer and large accelerated filer definitions to more appropriately tailor the types of issuers that are included in the categories of accelerated and large accelerated filers and promote capital formation, preserve capital, and reduce unnecessary burdens for certain smaller issuers while maintaining investor protections. The amendments exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller reporting company and that had annual revenues of less than $100 million in the most recent fiscal year for which audited financial statements are available. The amendments also include a specific provision excluding business development companies from the accelerated and large accelerated filer definitions in analogous circumstances. In addition, the amendments increase the transition thresholds for accelerated and large accelerated filers becoming non- accelerated filers from $50 million to $60 million, and for exiting large accelerated filer status from $500 million to $560 million. Further, the amendments add a revenue test to the transition thresholds for exiting from both accelerated and large accelerated filer status. Finally, the amendments add a check box to the cover pages of Forms 10- K, 20-F, and 40-F to indicate whether an internal control over financial reporting (``ICFR'') auditor attestation is included in the filing. As a result of the amendments, certain low-revenue issuers will remain obligated, among other things, to establish and maintain ICFR and have management assess the effectiveness of ICFR, but they will not be required to have their management's assessment of the effectiveness of ICFR attested to, and reported on, by an independent auditor.
85 FR 17178
https://www.govinfo.gov/app/details/FR-2020-03-26/2020-05546
2020-05546
fr26mr20-8
RIN 3235-AM41
8011-01-P
Release No. 34-88365
File No. S7-06-19
https://www.govinfo.gov/app/details/FR-2020-03-26/2020-05546
https://www.govinfo.gov/content/pkg/FR-2020-03-26/html/2020-05546.htm
https://www.govinfo.gov/content/pkg/FR-2020-03-26/pdf/2020-05546.pdf
Reporting and Recordkeeping Requirements
Securities
65 p.
17178
17242
85 FR 17178
Code of Federal Regulations
Title 17 Part 229
17 CFR Part 229
Code of Federal Regulations
Title 17 Part 230
17 CFR Part 230
Code of Federal Regulations
Title 17 Part 240
17 CFR Part 240
Code of Federal Regulations
Title 17 Part 249
17 CFR Part 249
Regulation Identification Number 3235-AM41
RIN 3235-AM41
Accelerated Filer and Large Accelerated Filer Definitions; Federal Register Vol. 85, Issue
RULE
2020-05546
II
SECURITIES AND EXCHANGE COMMISSION
2020-04-27
Release No. 34-88365
File No. S7-06-19
8011-01-P
2020-05546
Final rule.
The Securities and Exchange Commission (``Commission'') is adopting amendments to the accelerated filer and large accelerated filer definitions to more appropriately tailor the types of issuers that are included in the categories of accelerated and large accelerated filers and promote capital formation, preserve capital, and reduce unnecessary burdens for certain smaller issuers while maintaining investor protections. The amendments exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller reporting company and that had annual revenues of less than $100 million in the most recent fiscal year for which audited financial statements are available. The amendments also include a specific provision excluding business development companies from the accelerated and large accelerated filer definitions in analogous circumstances. In addition, the amendments increase the transition thresholds for accelerated and large accelerated filers becoming non- accelerated filers from $50 million to $60 million, and for exiting large accelerated filer status from $500 million to $560 million. Further, the amendments add a revenue test to the transition thresholds for exiting from both accelerated and large accelerated filer status. Finally, the amendments add a check box to the cover pages of Forms 10- K, 20-F, and 40-F to indicate whether an internal control over financial reporting (``ICFR'') auditor attestation is included in the filing. As a result of the amendments, certain low-revenue issuers will remain obligated, among other things, to establish and maintain ICFR and have management assess the effectiveness of ICFR, but they will not be required to have their management's assessment of the effectiveness of ICFR attested to, and reported on, by an independent auditor.
This final rule is effective April 27, 2020.
John Fieldsend, Special Counsel, in the Division of Corporation Finance, at (202) 551-3430, and Brian Johnson, Assistant Director, in the Division of Investment Management, at (202) 551-6792, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-3628.
Reporting and Recordkeeping Requirements
Securities
http://aaajournals.org/doi/abs/10.2308/accr-52197
http://mba.tuck.dartmouth.edu/pages/faculty/ken.french/Data_Library/det_49_ind_port.html
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1297075
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1734300
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2727860
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2838896
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2885849
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2958318
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=672343
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=743285
http://www.coso.org/documents/COSO-Fraud-Study-2010-001.pdf
https://blog.auditanalytics.com/2017-financial-restatements-review/
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3049232
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3130588
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3402780
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3420787
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3507083
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=979538
https://pcaobus.org/News/Events/Documents/09092015_IAGMeeting/Investor_Survey_Slides.pdf
https://pcaobus.org/News/Speech/Pages/08102015_Franzel.aspx
https://www.aicpa.org/Research/Standards/AuditAttest/DownloadableDocuments/SAS_130_Summary.pdf
https://www.bio.org/sites/default/files/BIO_EGC_White_Paper_02_11_2019_FINAL.pdf
https://www.complianceweek.com/news/news-article/audit-inspections-improvement-maybe-costs-yes#.W5LW7mlpCEd
https://www.fasb.org/jsp/FASB/Page/SectionPage&cid=1176156316498
https://www.lsu.edu/business/accounting/files/researchseries/20141027JXZ.PDF
https://www.protiviti.com/sites/default/files/united_states/insights/2019_sarbanes_oxley_compliance_surveyprotiviti.pdf
https://www.sec.gov/divisions/enforce/friactions.shtml
https://www.sec.gov/enforcement-annual-report-2019.pdf
https://www.sec.gov/files/access-to-capital-and-market-liquidity-study-dera-2017.pdf
https://www.sec.gov/files/gbfor36.pdf
https://www.sec.gov/files/small-business-forum-report-2019.pdf
https://www.sec.gov/info/smallbus/acsec/sbcfac-transcript-081319.pdf
https://www.sec.gov/info/smallbus/acsec/william-newell-acsec091317.pdf
https://www.sec.gov/news/press-release/2019-6
https://www.sec.gov/news/public-statement/jackson-statement-proposed-amendments-accelerated-filer-definition
https://www.sec.gov/news/studies/2009/sox-404_study.pdf
https://www.sec.gov/news/studies/2011/404bfloat-study.pdf
https://www.sec.gov/spotlight/sbcfac/recommendations-rule-3-05-and-accelerated-filer-definition.pdf
SEC.gov
www.auditanalytics.com/blog/sox-404-disclosures-a-fourteen-year-review/
www.cpajournal.com/2017/11/20/characteristics-financial-restatements-frauds/
www.fesreg.com
www.mossadams.com/landingpages/2017-sox-and-internal-controls-market-survey
Federal Register
Vol. 85, no. 59
Office of the Federal Register, National Archives and Records Administration
2020-03-26
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Table of Contents:
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https://www.govinfo.gov/app/details/FR-2020-03-26
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FR-2020-03-26
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