By Cydney Posner

Today, the SEC posted final rule amendments relating to reporting by foreign private issuers.  The amendments will:

  • enable foreign issuers to test their eligibility to use the special forms and rules available to foreign private issuers once a year (rather than continuously);
  • accelerate the filing deadline for annual reports filed on Form 20-F from six months to four months after the foreign private issuer’s fiscal year end (after a three-year transition period);
  • eliminate an instruction to Item 17 of Form 20-F that permits certain foreign private issuers to omit segment data from their U.S. GAAP financial statements;
  • amend Rule 13e-3 (relating to going-private transactions) to reflect the new termination of reporting and deregistration rules for foreign private issuers;
  • require foreign private issuers that are required to provide a U.S. GAAP reconciliation to do so pursuant to Item 18 of Form 20-F; and
  • amend Form 20-F to require foreign private issuers to disclose information about changes in the issuer’s certifying accountant, the fees and charges paid by holders of ADRs, the payments made by the depositary to the foreign issuer whose securities underlie the ADRs, and, for listed issuers, the differences in the foreign private issuer’s corporate governance practices and those applicable to domestic companies under the relevant exchange’s listing rules

The release provides information about the timing of effectiveness of the various rule amendments.

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