Foreign Private Issuer Disclosure Obligations – Going Public Lawyers
Foreign issuers seeking to go public and access the U.S. capital markets must comply with the requirements of the Securities Act of 1933 (Securities Act) and the Securities Exchange Act of 1934 (Exchange Act). The Securities Act requires foreign issuers that offer and sell securities in the United States to file a registration statement with the SEC. The Exchange Act requires foreign issuers to register a class of equity securities in order to list their securities on a national securities exchange, or if certain asset and shareholder thresholds are met.
Once a foreign issuer completes a going public transaction, the Exchange Act requires it to provide certain information to the public in periodic reports published through its Electronic Data Gathering, Analysis, and Retrieval system also known as “EDGAR”.
Specific rules apply to foreign private issuers that file reports and schedules with the SEC. These rules are designed to recognize international and home jurisdiction disclosure standards. These rules include that:
Foreign private issuers may present financial statements pursuant to U.S. generally accepted accounting principles (“GAAP”), International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), or home country accounting standards with a reconciliation to U.S. GAAP;
Foreign private issuers are exempt from the proxy rules under Rule 3a12-3(b) of the Exchange Act;
Insiders of foreign private issuers are exempt from filing beneficial ownership reports required by Section 16(a) of the Exchange Act and are not subject to the short-swing trading rules under Section 16(b) of the Exchange Act;
Foreign private issuers are exempt from the disclosure requirements of Regulation FD;
Foreign private issuers may use particular registration and reporting forms designed specifically for them; and
Foreign private issuers may use a special exemption from registration under the Exchange Act.
For further information, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real South, Suite 202 North, Boca Raton, FL, (561) 416-8956, or by email at [email protected]. This securities law Q & A is provided as a general or informational service to clients and friends of Hamilton & Associates Law Group, P.A. and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Going Public Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855