What is 12b-2?
12b-2 Affiliate means, with respect to any specified person, any other person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified person, for so long as such other person remains so associated to such specified person (provided.
How do you determine if you are a large accelerated filer?
As discussed above, in order to be categorized as an accelerated filer, an issuer must have a public float of $75 million or more, but less than $700 million, as of the last business day of its most recently completed second fiscal quarter. A large accelerated filer must have a public float greater than $700 million.
What is the definition of an accelerated filer?
Therefore, any issuer would be considered a nonaccelerated filer if it has (1) annual revenues of less than $100 million in the most recent fiscal year for which audited financial statements are available and (2) public float of less than $700 million as of the last business day of their second fiscal quarter.
What does Section 12 G of the Securities Exchange Act of 1934 say?
Introduction. Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) establishes the thresholds at which an issuer is required to register a class of securities with the Securities and Exchange Commission (the “SEC”).
What is the purpose of the Securities Act of 1934 quizlet?
The Securities Exchange Act of 1934 governs the rules for agents, broker dealers and securities that trade on the secondary markets. In an attempt to provide a fair and orderly market for investors, the Act also determines the laws that regulate the exchanges and their participating broker-dealers.
What is an accelerated filer?
Under the previous definition, an issuer with public float of $75 million or greater qualified as an accelerated filer. Under the amended rule, other than during a transition period, issuers with public float between $75 and $700 million and $100 million or more in annual revenue qualify as an accelerated filer.
What are non-accelerated filers?
A non-Accelerated Filer is a Reporting Company that, as a result of having a public float of less than $75 million, has not had to accelerate its periodic reporting deadlines.
What is rule 12b5 of the Securities Act?
Rule 12b-5 — Determination of affiliates of banks. Rule 12b-6 — When securities are deemed to be registered. Rule 12b-10 — Requirements as to proper form. Rule 12b-11 — Number of copies; signatures; binding. Rule 12b-12 — Requirements as to paper, printing and language. Rule 12b-13 — Preparation of statement or report.
What is required to meet the definition of “accelerated filer” in Rule 12b-2?
Question: A condition for meeting the definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 is that the issuer must have been subject to the requirements of Section 13 (a) or 15 (d) of the Exchange Act for a period of at least “twelve calendar months” as of the end of its fiscal year.
What is rule 12b-31 of the Federal Reserve Act?
Rule 12b-31 — Omission of substantially identical documents. Rule 12b-33 — Annual reports to other Federal agencies. Rule 12b-36 — Use of financial statements filed under other acts. Rule 12b-37 — Satisfaction of filing requirements.
What are the requirements of Exchange Act Section 13(a) and 15(D)?
The issuer has been subject to the requirements of Exchange Act Section 13 (a) or 15 (d) for a period of at least twelve calendar months. Same. The issuer has filed at least one annual report pursuant to Exchange Act Section 13 (a) or 15 (d).