Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Amanda Weiss, Su Lian Lu, Luci Altman, Liz Dunshee and Julia Boesch:
Open questions and areas for comment
The proposal raises several interpretive and policy questions on which the SEC has invited comment, and that may attract significant attention from practitioners and issuers, including:
- Whether the proposed $2 billion LAF threshold and the two-year and 60-month eligibility criteria are appropriately calibrated.
- Whether there should be a mechanism for automatically adjusting the $2 billion LAF threshold, and, if so, what the mechanism should be.
- How the transition framework should operate for companies currently occupying intermediate categories, including AFs.
- Whether the broad extension of scaled disclosures to NAFs is appropriate given the simultaneous elimination of the SRC category.
- Whether further conforming amendments are warranted with respect to foreign private issuers.
- Whether to add an accommodation for special purpose acquisition companies (SPACs) that would permit a new seasoning period to begin when a business combination between a SPAC and a private operating company occurs.
- The appropriate boundary conditions and measurement dates for the SNF subcategory.
- How NAFs should practically implement the expanded material unresolved staff comment disclosure obligation.
Authored by
Broc Romanek