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: 2.0
(Please note, your State Bar or Accounting Board will make the final determination with respect
to continuing education credit.)
Advance Preparation: Print and review course materials
Course Code:
Michael Coco
Special Counsel, Office of International Corporate Finance
John S. Abbott, Jr.
National Professional Services Group
Karen B. Dietrich
Associate Director, Office of International Affairs
Deborah R. Meshulam
Partner, Chair, National SEC Enforcement Practice
Michael Coco, Special Counsel, Office of International Corporate Finance, The 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.
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.
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.
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)
Chief financial officers
Accountants
Auditors
Directors of Financial reporting
Foreign private issuers
Financial Insitutions' Executives
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