Accounting

SEC Reporting Issues for Foreign Private Issuers (Portfolio 5507)

  • SEC Reporting Issues for Foreign Private Issuers discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system.

Description

For the best part of the 20th century and into the 21st century, the U.S. equities market has been the deepest, broadest, and largest equities market in the world. It is only natural to expect that an increasing number of foreign enterprises would seek to raise capital in the United States. In fact, it has become commonplace for foreign private issuers to execute public offerings in the United States. SEC reporting requirements for foreign private issuers have been influenced by the need to harmonize traditionally strong and precise U.S. disclosure standards with those of other increasingly significant, and now mature, foreign capital markets.

Bloomberg Tax & Accounting Portfolio 5507-4th, SEC Reporting Issues for Foreign Private Issuers serves as a practical resource for both practitioners and their clients (foreign private issuers). The Portfolio is divided into two principal sections: “Regulatory Framework Applicable to Foreign Private Issuers” and “Preparing Annual Report on Form 20-F: A Guide.”

The first section discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system applicable to foreign private issuers. Foreign private issuers that choose to access the U.S. capital markets may offer their securities in a private placement exempt from the registration requirements imposed by the U.S. securities laws. Alternatively, foreign private issuers may conduct a public offering in the United States by registering an offering of their securities pursuant to the Securities Act of 1933, as amended, and also register their securities for listing or trading on a U.S. securities exchange pursuant to the Securities Exchange Act of 1934, as amended. For foreign private issuers that have become U.S. reporting companies, Form 20-F is the principal form for regular reporting.

The second section of the Portfolio provides a detailed description of Form 20-F, with a focus on areas that have been revised or that are frequently the subject of SEC comments. This section also provides insight on the kind and quality of disclosure expected by the SEC. The discussion emphasizes financial disclosure, such as Operating and Financial Review and Prospects (which is very similar to Management’s Discussion and Analysis) and various accounting hot buttons. In addition, the analysis focuses on both ease of use for foreign private issuers with limited U.S. securities law experience and the detailed description that will be critical for U.S. securities lawyers and bankers who may not regularly work with foreign private issuer clients.

This Portfolio may be cited as Bloomberg Tax & Accounting Portfolio 5507-4th, Pinedo, SEC Reporting Issues for Foreign Private Issuers.

Table of Contents

I. Regulatory Framework Applicable to Foreign Private Issuers
II. Preparing Annual Report on Form 20-F: A Detailed Guide
III. Conclusion

Anna-Pinedo
Anna Pinedo
Partner
Mayer Brown LLP
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