Foreign Private Issuers

Wednesday, October 17, 2018
1:00 p.m. – 2:00 p.m. EDT

During this session, Partners Michael L. Hermsen and Anna T. Pinedo will review the accommodations available to foreign private issuers, or non-U.S. domiciled companies, that choose to access the U.S. capital markets. We will discuss assessing a company’s status as a foreign private issuer, the initial registration and ongoing disclosure requirements for foreign private issuers, liability considerations, and related topics. The speakers also will address recent developments significant to foreign private issuers, including:

  • Staff guidance regarding the foreign private issuer definition;
  • Areas of focus for SEC comments in anticipation of upcoming 20-Fs and 40-Fs, including cyber security matters;
  • Disclosure simplification;
  • Exhibits, HTML and XBRL for foreign private issuers and IFRS filers; and
  • Areas of likely SEC focus in the coming months.

Wolters Kluwer will provide CLE credit. For more information, or to register for this session, please visit the event website.

In an interesting paper titled “The Power of Words in Capital Markets:  SEC Comment Letters on Foreign Issuers and the Impact of Domestic Enforcement,” authors Daniel Giamouridis, Kleopatra Koulikidou and Stergios Leventis review the tone of comment letters issued to foreign private issuers and its effect on stock market activity.  The study is based on 1,324 comment letters issued and released on EDGAR from 2005 through 2014.  The comment letters include principally negative information about the registrants’ financial reporting quality.  The study assesses stock returns based on the EDGAR comment letter releases.  The findings show that there is a significantly higher negative market reaction related to foreign private issuers that prepare their financial statements in accordance with US GAAP, versus IFRS.