Anna T. Pinedo and James R. Tanenbaum
BNA Accounting Policy and Practice Series,
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, in recent years, 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.SEC Reporting Issues for Foreign Private Issuers serves as a practical resource for both practitioners and their clients (foreign private issuers). Written by Anna T. Pinedo, Esq., and James R. Tanenbaum, Esq., both of Morrison & Foerster LLP, this 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 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 SEC Reporting Issues for Foreign Private Issuers 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. SEC Reporting Issues for Foreign Private Issuers allows you to benefit from: • Hundreds of hours of original research on specific tax planning topics from leading practitioners in this area. • Invaluable practice documents including tables, charts and lists. • Guidance from world-class experts. • Real-world and in-depth analysis that lets you explore various options. • Time-saving access to relevant sections of tax laws, regulations, court cases, IRS documents and more. • Alternative approaches to both common and unique tax scenarios. This Portfolio is included in the Accounting Policy & Practice Series, a comprehensive series of titles which explain, explicate, and offer commentary on a wide range of accounting and financial management topics, including revenue recognition, income taxes, leasing, business combinations, debt instruments, risk management, internal controls and more.
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