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SEC adopts rules implementing FAST Act provisions

  • SEC (US Securities and Exchange Commission) Image

Jan 14, 2016

The SEC has issued interim final rules that implement provisions mandated by the Fixing America’s Surface Transportation (FAST) Act, passed by Congress in December 2015. The interim final rules revise financial reporting forms for emerging growth companies (EGCs) and smaller reporting companies.

The rules revise Forms S-1 and F-1 to permit an EGC to omit financial information from registration statements filed before an IPO (or confidentially submitted to the SEC for review) for historical periods required by Regulation S-X if the EGC reasonably believes that it will not be required to include these historical periods at the time of the contemplated offering. In addition, the rules revise Form S-1 to allow smaller reporting companies (entities that, as of the last business day of their second fiscal quarter, have a public float of less than $75 million) to automatically update information in a Form S-1 resale prospectus by incorporating by reference any documents filed with the SEC after the Form S-1 registration statement becomes effective.

The interim final rules will become effective on the date of their publication in the Federal Register.

For more information, see Deloitte’s journal entry on the FAST Act legislation as well as the press release and interim final rules on the SEC’s Web site.

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