Journal of Investment Compliance

Purpose – This paper aims to explain the US SEC's final rules amending disclosure and reporting requirements for foreign private issuers.

Design/methodology/approach – The paper explains the purpose of and background to the amendments and summarizes those amendments, including acceleration of the filing deadline and the following requirements: disclosure of a change in or disagreement with certifying accountants, disclosure of ADR fees and payments, a concise summary of significant ways in which the issuer's corporate governance practices differ from those of US companies listed on the same exchange, full reconciliation of financial statements to GAAP except for issuers that prepare financial statements in accordance with IFRS, annual determination of issuer status, and Scheule 13E-3 disclosure in the case of a company deregistering and going private.

Findings – The purpose of the amendments is to enhance the timeliness and quality of company information available to US investors and to make US public markets more accessible to these issuers. The amendments are part of a series of initiatives undertaken by the SEC to update disclosure and other requirements applicable to foreign private issuers in light of global market developments, the convergence of US and international accounting standards, and advancements in technology that have occurred since the SEC's adoption almost 30 years ago of Form 20-F, which is the principal SEC disclosure form for these issuers.

Originality/value – The paper provides practical guidance from experienced securities lawyers on the US SEC's final rules amending disclosure and reporting requirements for foreign private issuers.