SEC EGC Inflation Adjustments, Other Technical Amendments Now Effective

Skadden, Arps, Slate, Meagher & Flom LLP

Brian V. Breheny Andrew J. Brady Caroline S. Kim Emily Prezioso Walsh

As we previously reported, on March 31, 2017, the U.S. Securities and Exchange Commission (SEC) adopted new rules to raise the annual gross revenue threshold to qualify as an “emerging growth company” (EGC) from $1 billion to $1.07 billion, to adjust for inflation, and also made a number of technical amendments to its existing rules and forms to conform them to certain provisions of the Jumpstart Our Business Startups (JOBS) Act and related SEC staff interpretations. Those amendments became effective on April 12, 2017.

Among other changes, the SEC adopted amendments to modify the cover page of certain registration statements and reports to include two new check boxes to allow companies to indicate whether, at the time of the filing, the company is an EGC and whether it has elected not to use the extended transition period for an EGC to comply with any new or revised financial accounting standards. As a result, companies should ensure they are using the new SEC form cover pages that include these two new EGC-related boxes. The filings subject to these amendments include:

  • Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3 and F-4 under the Securities Act of 1933, as amended; and
  • Forms 10, 8-K, 10-Q, 10-K, 20-F and 40-F under the Securities Exchange Act of 1934, as amended.

A copy of the SEC adopting release outlining the new rules and amendments is available here.

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