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Leading Securities Experts Outline Foreign Options for Accessing US Capital

NEWS RELEASE

Contacts:
Mark Carrington
(703) 341.5880
mcarrington@bna.com

Arlington, Va. (June 29, 2009) – The U.S. equities market remains the deepest, broadest and largest equities market in the world and it has become commonplace for foreign private issuers to execute public offerings in the United States. SEC Reporting Issues For Foreign Private Issuers, a new Portfolio from BNA written by two of the nation’s leading securities and capital markets authorities, serves as a practical resource for both practitioners and their clients raising capital within the current SEC framework.

SEC Reporting Issues For Foreign Private Issuers (Portfolio 5507 in BNA’s Accounting Policy and Practice Series) 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 U.S. capital markets and the integrated disclosure system applicable to foreign private issuers. Foreign private issuers that choose to access U.S. capital markets may offer their securities in a private placement exempt from the registration requirements imposed by U.S. securities laws. Alternatively, this section also explains how 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 this 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 gives insights 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.

“While many foreign issuers are eager to access the U.S. markets to raise capital, they need to contemplate the ongoing securities reporting and disclosure requirements, and corporate governance requirements, that will result from registering securities publicly in the United States. This Portfolio will help foreign issuers understand these requirements and enable them to make better decisions," says George Farrah, Executive Editor - Accounting Policy & Practice Series.

About the Authors

Anna T. Pinedo, Esq. is a partner with the New York office of the law firm of Morrison & Foerster LLP, practicing in the areas of securities and derivatives. She is widely recognized as one of the leading capital markets-derivatives lawyers in the USA, and serves on the American Bar Association’s Committee on the Federal Regulation of Securities; the ABA Subcommittee on Disclosure and Continuous Reporting; the ABA Subcommittee on Securities Registration; the ABA Task Force on the Future of Securities Regulation; and the ABA Committee on Regulation of Futures and Derivatives Instruments. Ms. Pinedo earned a B.S.F.S., from Georgetown University, and a J.D. from the University of Chicago Law School. She is a member of the New York Bar.

James R. Tanenbaum, Esq., is a partner in the New York Office of Morrison & Foerster and Chair of the firm’s Global Capital Markets practice. He is recognized as one of the leading lawyers in the USA in the area of capital markets and international securities transactions. Mr. Tanenbaum is a frequent lecturer on capital market topics and has spoken before the Securities and Exchange Commission, SIFMA, various securities industry groups, and various domestic and international law schools. Tanenbaum earned a B.A. (summa cum laude) from Lehigh University; an M.A. (Fletcher School of Law and Diplomacy of Tufts and Harvard Universities); and a J.D. from University of Pennsylvania. He is National Chair of the Benjamin Franklin Society of the University of Pennsylvania.

About BNA Tax & Accounting
BNA Tax & Accounting is the foremost source of news, analysis, and practice tools for tax attorneys, estate planners, accountants, and corporate tax and financial accounting professionals. For more than 50 years, BNA Tax & Accounting has offered practitioners expert insights and guidance on every significant issue in tax planning and financial accounting. Written by practitioners for practitioners, BNA’s award-winning Portfolios offer topic-driven, in-depth guidance on transactions designed to help tax professionals achieve new levels of excellence and client service. Visit BNA Tax & Accounting online at www.bnatax.com.

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BNA is the leading independent publisher of print and electronic news and information for professionals in business and government. BNA produces more than 300 news services, including the highly respected Daily Labor Report, U.S. Law Week,and Daily Report for Executives. Visit BNA online at www.bna.com