New Threshold for Smaller Reporting Companies is Good News for Many

While I was on vacation, the SEC released amendments to the definition of a Smaller Reporting Company. SEC reporting rules are less demanding for a Smaller Reporting Company (SRC). For example, for proxy statement reporting, an SRC need only report compensation information for the CEO and the two most highly compensated executive officers (and up to two additional individuals no longer serving as executive officers at year end).

Currently, if a company’s public float is less than $75,000,000, it will qualify as an SRC. When the amendments become effective at the end of August, if a company’s public float was less than $250,000,000 at the end of its second fiscal quarter (June 2018 for calendar year companies), it will qualify as an SRC for 2018.

The company itself determines whether it qualifies as an SRC and, if it determines that it qualifies, it may elect to file as an SRC. The determination does not need to be cleared with the SEC or require a legal determination from the SEC.

I’ll write more on how to calculate SRC status and the reporting differences available to SRCs later this week.

This entry has been created for information and planning purposes. It is not intended to be, nor should it be substituted for, legal advice, which turns on specific facts.