At yesterday’s open Commission meeting – as noted in this press release – the SEC adopted some changes to the accelerated filing deadlines and definition of “accelerated filer”; established the new category of “large accelerated filer”; and changed the provisions to exit accelerated filer status (as well as adopted separate exit hoops for the new large accelerated filer category).
The SEC made a few tweaks to what it had originally proposed so that the framework now looks like this:
– The new definition of accelerated filer has a public float requirement of at least $75 million – but less than $700 million.
– Exiting accelerated filer status requires a public float of less than $50 million. This is a change from the proposal which had a threshold of less than $25 million.
– The new category of large accelerated filer has a public float requirement of $700 million or more
– Exiting large accelerated filer status has a public float threshold requirement of less than $500 million. This is a change from the proposal which had a threshold of less than $75 million.
– As proposed, the redefined accelerated filers will continue to have a 75-day filing deadline for Form 10-K and 40-day deadline for Form 10-Q.
The SEC deferred its proposal that the new large accelerated filers have a 60-day deadline for filing 10-K for fiscal years ending on or after December 15, 2005 for one year – so that large accelerated filers will continue to have a 75-day deadline for 10-K at this time, but will have a 60 day deadline for filing 10-K beginning with fiscal years ending on or after December 15, 2006. Large accelerated filers will continue to have a 40-day deadline for 10-Q, the same as for redefined accelerated filers.
The SEC also proposed amended rules to allow foreign private issuers to exit the ’34 Act reporting system – as well as proposed to amend the best-price rule (as I blogged about yesterday on DealLawyers.com).
Underwriting Agreements and Legal Opinions After the ’33 Act Reform
We have just announced our fourth webcast in a series on the ’33 Act rules – “Underwriting Agreements and Legal Opinions After the ’33 Act Reform” – featuring these experts who will analyze the latest trends:
– Jack Bostelman, Partner, Sullivan & Cromwell LLP
– Fred Knecht, Managing Director and Head of Investment Banking Legal for the Americas, Goldman Sachs
– Mike McAlevey, Chief Corporate and Securities Counsel, General Electric Company
– John White, Partner, Cravath Swaine & Moore LLP
And we continue to update our list of underwriting agreements that have been filed since the new rules became effective.
Fortune: In-Depth Article on SEC Chairman Cox
From Bruce Carton’s Securities Litigation Watch: Fortune has an excellent, in-depth article on SEC Chairman Christopher Cox entitled “The Stock Cop.” The article provides a detailed view of Chairman Cox and his life experiences, and includes the following description of a framed check that Cox keeps on the wall of his office at the SEC:
“That’s the message on the wall of his tenth-floor office in the SEC’s sun-washed new Washington headquarters, where Cox has assembled a makeshift shrine. It consists of a framed check made out to his grandfather alongside a plaque depicting the notorious Samuel Insull, whose empire of utility companies collapsed in 1929, taking with it the money of countless investors, including Cox’s grandfather. Insull’s chicanery helped inspire the creation of the federal regulatory apparatus, including the SEC, that sprang up during the Depression. But the lesson here isn’t historical as much as it is personal. Cox’s grandfather lost $6,000—or $70,000 in today’s dollars—and the check was intended to compensate for the loss. It’s for $3.36.” Cox’s message: Investors, I’m on your side.