ABA Backs SEC Proposal to Raise Large Accelerated Filer Threshold

The American Bankers Association backs the SEC proposed overhaul of its public company filer status framework, arguing the changes would reduce compliance costs for community bank issuers.

The ABA submitted a comment letter supporting an SEC proposal to raise the public float threshold for classification as a large accelerated filer from $700 million to $2 billion.

The proposal would also (i) extend the seasoning requirement from 12 calendar months to 5 years, (ii) extend scaled disclosure requirements to all non-accelerated filers and, (iii) simplify the current framework from five overlapping filer categories down to two: large accelerated filers and non-large accelerated filers. The proposal would extend to all non-large accelerated filers the scaled disclosure accommodations currently available only to smaller reporting companies and emerging growth companies, including exemption from the internal control over financial reporting ("ICFR") auditor attestation requirement.

The ABA expressed support for eliminating the ICFR auditor attestation requirement for non-large accelerated filers, saying it would provide meaningful relief to SEC-issuer community banks with less than $5 billion in assets. The association said the change aligns with the FDIC's recent increase of the Part 363 internal control attestation threshold from $1 billion to $5 billion, and would benefit nearly half of all public issuer banks. The ABA also recommended that the SEC automatically index the large accelerated filer public float threshold for inflation, arguing that without indexing, issuers can become subject to large accelerated filer requirements solely because market capitalization rises with inflation rather than because of any meaningful change in their size or complexity.