Emerging Growth vs. Smaller Reporting Companies Comparison


1	Disclosure and Other Requirements	Emerging Growth Companies	Smaller Reporting Companies

2	Qualifications	Pre-IPO: Less than $1.235 billion in revenue in the most recent fiscal year before completing an IPO; Post-IPO: A company will maintain EGC status for five years after an IPO as long as (a) annual revenues are less than $1.235 billion, (b) it has issued less than $1 billion in non-convertible debt in the past three years, and (c) it maintains a public float of less than $700 million.	• Public float of less than $250 million OR • Less than $100 million in annual revenues and • No public float or • Public float of less than $700 million See Smaller Reporting Companies: Disclosure and Reporting Requirements.
3	Financial Statements	IPO: Two years of audited financial statements Post-IPO: Financial statements for years earlier than those provided in the IPO registration statement are not required. Starting one year after the IPO, three years of audited financial statements are required.	• Two years of audited financial statements • Other scaled disclosure pursuant to Article 8 of Regulation S-X (17 C.F.R. 210.8)
4	Description of Business	Standard disclosure pursuant to Regulation S-K	• Scaled disclosure regarding the company's business pursuant to Item 101(h)
5	Market Price of and Dividends on Registrant's Common Equity and Related Stockholder Matters	Standard disclosure pursuant to Regulation S-K	Performance graph not required
6	Supplementary Financial Information	Standard disclosure pursuant to Regulation S-K	Not required
7	Management's Discussion and Analysis (MD&A)	IPO: MD&A covers only the two-year period included in the audited financial statements Post-IPO: MD&A covering years earlier than the audited financial statements provided in the IPO registration statement is not required. Starting one year after the IPO, three years of MD&A are required, corresponding with the three years of audited financial statements.	• MD&A covers only the two year period included in the audited financial statements
8	Quantitative and Qualitative Disclosures About Market Risk	Standard disclosure pursuant to Regulation S-K	Not required
9	Executive Compensation	• Compensation discussion & analysis (CD&A) is not required • Other scaled disclosure as described in Regulation S-K 402(l) – (r), instead of paragraphs (a) through (k), (s), and (u)	• CD&A is not required • Other scaled disclosure as described in Regulation S-K 402(l) – (r), instead of paragraphs (a) through (k), (s), and (u)
10	Related-Party Transactions	Standard disclosure pursuant to Regulation S-K	• Disclosure regarding related-party transactions in the most recent two fiscal years • Disclosure regarding promoters and certain control persons • Disclosure regarding any proposed transaction in which the amount involved exceeds the lesser of $120,000 or 1% of the average of the issuer's total assets at year end for the last two completed fiscal years • Additional disclosures required regarding list of any parent companies and percentage of control
11	Corporate Governance	Standard disclosure pursuant to Regulation S-K	• Compensation committee interlock disclosure not required • Insider participation disclosure not required • Compensation committee report not required and disclosure of audit committee financial expert not required in first annual report
12	New/Revised Financial Accounting Standards	Not required to comply with any new or revised financial accounting standard unless it is also applicable to private companies	Standard disclosure pursuant to Regulation S-K and Regulation S-X
13	Sarbanes-Oxley (SOX) 404(b): Auditor Attestation	Not required	Not required for some (but not all) smaller reporting companies Smaller reporting companies that qualify as accelerated filers (i.e., those that have a public float of $75 million to less than $250 million and revenues of $100 million or more) are required to comply with auditor attestation
14	10-K Filing Date	75 or 90 days after end of fiscal year, depending whether the company is an accelerated or non-accelerated filer	75 or 90 days after end of fiscal year, depending whether the company is an accelerated or non-accelerated filer
15	10-Q Filing Date	40 or 45 days after the end of the quarter, depending on whether the company is an accelerated or non-accelerated filer	40 or 45 days after the end of the quarter, depending on whether the company is an accelerated or non-accelerated filer
16	Dodd-Frank Executive Compensation Requirements	Exempt from the following: • Say on pay votes • Say on golden parachute votes • Pay for performance disclosure • Internal pay comparison disclosure	• Pay for performance disclosure will be required, but final rules not yet adopted; proposed rules suggest modified disclosure for smaller reporting companies • Internal pay comparison disclosure not required • Say on pay vote required • Say on golden parachute vote required
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18	Source: LexisNexis