SEC Proposes Overhaul Of Reporting Filer Status And Registered Offering Framework

Key Takeaways

• The SEC has proposed two complementary rule proposals that together would represent a significant restructuring of the U.S. securities offering and reporting disclosure framework.

• One proposal would simplify Exchange Act filer status into two primary categories, large-accelerated filers (LAFs) and non-accelerated filers (NAFs), by raising the LAF public float threshold to US$2 billion, eliminating accelerated filer and smaller reporting company (SRC) statuses as separate categories, and extending scaled disclosure accommodations currently associated with SRCs and emerging growth companies (EGCs) to all NAFs.

• The other proposal would significantly expand access to Form S-3 shelf offerings by eliminating the US$75 million public float threshold and one-year seasoning requirement for Form S-3 eligibility. The offering reform proposal would also introduce a new framework to extend WKSI-like communication and registration benefits to a broader set of