January 26, 2009
Foreign Private Issuer Reporting Enhancements
White & Case
January 8, 2009
This comprehensive Update looks at the SEC’s new (effective October 10, 2008) Foreign Issuer Reporting Enhancements which amend (and enhance) disclosure and other reporting requirements applicable to foreign private issuers under the Securities Act and the Exchange Act; the SEC’s general expectation being that these amended rules will provide U.S. investors with more timely information on foreign issuers.
The focus of the Update is Form 20-F, the annual report that is filed with the SEC by foreign private issuers. Before you panic, the filing deadline for the 20-F is still 6 months after fiscal year end and full Item 18 US GAAP reconciliations (for foreign private issuers whose financial statements are not US GAAP or IFRS) won’t be required this year.
Even some good news; the new rules provide that companies determine their foreign private issuer status on an annual, instead of a continuous, basis. Prior to this change, companies had to monitor (and maintain) this status on a continuous basis if they were to avoid losing the benefits associated with foreign private issuer and finding themselves subject to the same reporting and disclosure obligations applicable to US reporting companies.