FPI

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In light of recent market developments and technology changes, the SEC introduced amendments to rules and forms that streamline foreign private issuer reporting requirements. These amendments delve on three areas: (1) enhancements to foreign private issuer reporting obligations; (2) revisions to the Rule 12g3 2(b); and (3) revisions to exemptions from certain disclosure, filing, registration and procedural requirements for cross-border business combination transactions, tender offers and rights offerings. Awareness of these amendments is critical as they can affect your company in broad and unanticipated ways.

The Knowledge Congress is assembling for the second time a panel of experts who will discuss the key highlights of the amendments and share best practices. The speakers will present their expert opinions in a two-hour LIVE Webcast.

Course Level: Intermediate
Prerequisite: None
Method Of Presentation: Group-Based-Internet
Developer: The Knowledge Group, LLC
Recommended CLE/CPE Hours: 1.75 - 2.0
(Please note, your State Bar or Accounting Board will make the final determination with respect to continuing education credit. If you are applying for CLE credit in Texas you must register 20 days before the event date.)
Advance Preparation: Print and review course materials
Course Code: 083815
Recording Fee: $299 (Please click here for details)
NASBA Sponsor Number: 109004

 

Featured Speakers for Amendments to Rules & Forms for Foreign Private Issuers: live webcast:


  Event Talking Points (click here to view more)
SEGMENT 1:


Michael Coco, Special Counsel, Office of International Corporate Finance,
U.S. Securities and Exchange Commission

A. Recap of CF activity relating to FPI's in 2008 with an overview of the actions taken at the
    August 27 Open Meeting, specifically:

- final amendments to Rule 12g3-2(b)
- foreign issuer reporting enhancements/final amendments to Form 20-F
- final amendments to cross-border rules
- proposal relating to the use of IFRS by U.S. issuers.

SEGMENT 2:


Karen B. Dietrich, Associate Director, Office of International Affairs,
Public Company Accounting Oversight Board

A. Overview of the PCAOB's activities, including registering and inspecting audit firms, setting
    audit standards, investigations and enforcement

B. Discussion on how PCAOB deal with non-U.S. audit firms, particularly in the context
    of inspections.

SEGMENT 3:


John S. Abbott, Jr., National Professional Services Group,
PricewaterhouseCoopers LLP

- The SEC's final rules in Release 33-8959, Foreign Issuer Reporting Enhancements ("FIRE"),
   issued in September 2008, include a number of changes in reporting requirements that will
   have a significant impact on most foreign private registrants, including acceleration of
   the reporting deadline for annual reports on form 20-F and several new disclosure requirements.

- One of the new disclosure requirements is an amendment of Form 20-F to require disclosure
   about changes in and disagreements with the registrant's certifying accountant.
   ( Forms 20-F, F-1, F-3 and F-4 will also require such disclosures) The new disclosure is
   substantially the same information which is applicable to domestic issuers, under Item 304 of
   Regulation S-K. However, there is no requirement for a current report on changes in or
   disagreements with a registrant's certifying accountant, such as is required for a domestic
   registrant on Form 8-K within 4 days of the event. Foreign issuers should be aware of the
   specific disclosure requirements in Item 304 of Regulation S-K to ensure that they are able to
   provide the required disclosures in the event of a change in accountants. A foreign private
   issuer must begin to comply with this new disclosure requirement for its first fiscal year
   ending on or after December 15, 2009.

- The new rules also accelerate the reporting deadline for annual reports filed on Form 20-F
   from six months to four months after the issuer's fiscal year-end, after a three-year
   transition period. A foreign private issuer must begin to comply with this accelerated
   filing of its Form 20-F annual report for its first fiscal year ending on or after
   December 15, 2011. The new due date for Form 20-F still provides a substantial
   accommodation to many foreign private issuers as compared to the due dates required for
   domestic SEC companies (i.e., large accelerated: 60 days; accelerated: 75 days; and all
   other: 90 days).

- On January 30, 2009, the SEC issued Release No. 33-9002, Final Rule: Interactive Data to
   Improve Financial Reporting. The final rules require issuers to provide to the
   Commission supplemental financial information in interactive data format using eXtensible
   Business Reporting Language (XBRL or "interactive data"). Foreign private issuers that
   prepare their financial statements in accordance with U.S. GAAP or IFRS as issued by the
   IASB are required by the final rules to provide interactive data. The final rules
   require the submission of supplemental financial information in interactive data format
   using XBRL over a three-year phase-in period.

- Foreign large accelerated filers using U.S. GAAP with worldwide public common equity float
   above $ 5 billion as of the end of the second fiscal quarter of their most recently
   completed fiscal year, will be first subject to XBRL reporting in connection with an annual
   report on Form 20-F containing financial statements for a fiscal period ending on or after
   June 15, 2009.

- Foreign private issuers in this initial group will be required to provide interactive data
   in connection with their first Form 20-F or Form 40-F annual reports for the year ended on
   or after June 15, 2009. As a result, foreign private issuers with a June 30 year-end are
   the first companies that are required to provide an interactive data exhibit that contains
   annual information (i.e., their June 30, 2009 annual reports for the first year of the
   phase-in).

- For those companies in the first year of the phase-in period, preparation should begin
   immediately, to enable the company to address the various implications of this new reporting
   requirement. The SEC staff has indicated that they will consider requests to defer the
   effective date on a case-by-case basis for issuers with special circumstances. These special
   circumstances may include instances in which companies currently reporting in U.S. GAAP are
   committed to switching their basis of reporting to IFRS as issued by the IASB.

SEGMENT 4:


Deborah R. Meshulam, Partner, Chair, National SEC Enforcement Practice,
DLA Piper LLP (US)

New SEC Rules governing cross-border tender offers, business combinations and other transactions:
    - Eligibility Analysis
    - Reference Date
    - Inclusion of Large Security Holders
    - Alternative Trading Volume Test
    - Other Changes

New SEC Amendments to Rule 12g3-2(b) exemption changes regarding web sites and unsponsored ADR facilities:
    - New process for obtaining and maintaining the exemption
    - New conditions to Rule 12g3-2(b)
    - Transition Period Over Grandfather Clause
    - Impact of Amendments on FPIs, Forms F-6 and the ADR Market

New SEC Rules requiring Foreign Issuer Reporting Enhancements (F.I.R.E.):
    - * New Disclosure Requirements for Annual Reports on Form 20-F
    - Annual Determination of FPI Status
    - Disclosure of Differences in Corporate Governance Practices between FPI's home
      and US securities exchanges
    - Extended Accommodation Beyond Two Years to FPIs Who Adopt IFRS for the First-Time
    - * New Disclosure Requirements for Subsequent Annual Reports
    - Auditors Attestation
    - Changes in and Disagreements with Accountants
    - Segment Data in Financials
    - ADR Fees
    - End of accommodation to provide limited US GAAP reconciliation
    - Accelerated filing deadlines

Current SEC Position and Status of IFRS (Optional)



The U.S. Securities and Exchange Commission
Michael Coco
Special Counsel, Office of International Corporate Finance
speaker bio »»

Public Company Accounting Oversight Board
Karen B. Dietrich
Associate Director, Office of International Affairs
speaker bio »»

PricewaterhouseCoopers LLP
John S. Abbott, Jr.
National Professional Services Group
speaker bio »»

DLA Piper LLP (US)
Deborah R. Meshulam
Partner, Chair, National SEC Enforcement Practice
speaker bio »»

Who Should Attend?

Chief financial officers
Accountants
Auditors
Directors of Financial reporting
Foreign private issuers
Financial Insitutions' Executives

Why Attend?

This is a must attend event for anyone interested in understanding the related issues and developments on Foreign Private Issuers
- New guidance explained by the most qualified key leaders & experts
- Hear directly from key regulators & thought leaders
- Interact directly with panel during Q&A

Registration Information:                                                                                                                                    



Amendments to Rules & Forms for Foreign Private Issuers: Best Practices Explored
Speaker Firms:


The U.S. Securities and Exchange Commission


Public Company Accounting Oversight Board




 

 

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