SEC Reporting

Chapter 9Reporting by Smaller Public Companies

Learning objectives

• Identify the rules for reporting by smaller public companies.
• Recognize whether a company meets the definition of a smaller reporting company and is therefore eligible to take advantage of the scaled disclosure and reporting options for these types of issuers.
• Recall the principal differences between the scaled and the non-scaled disclosure and reporting requirements in Regulations S-X and S-K.

The Jumpstart Our Business Startups (JOBS) Act created a new category of filers called emerging growth companies, which are entitled to certain reporting relief. Some of the disclosure relief available to emerging growth companies is not available to smaller reporting companies. Some small business advocates have suggested converging the rules to allow those benefits for smaller reporting companies as well as emerging growth companies, but to date, the SEC has not taken any action.

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Smaller reporting company regulatory relief rules

The basic rules that distinguish smaller reporting companies from other companies include the following:

• Initial Qualification: The following table summarizes the initial qualification thresholds for smaller reporting companies, as amended: