SEC Proposes Modifications to Reporting Requirements for Foreign Private Issuers


On February 13, 2008, the Securities and Exchange Commission (the “SEC”) announced that it has proposed several significant modifications to the reporting requirements for foreign private issuers, including the elimination of all requirements for paper submissions made by certain companies. In some respects, these proposals would impose additional obligations on foreign private issuers. A copy of the SEC’s press release may be found at:

Proposed Amendments Relating to Foreign Private Issuer Reporting

The SEC’s proposals as to reporting by foreign private issuers addresses:

Eligibility for Foreign Private Issuer Reporting

New Deadlines for Annual Report on Form 20-F

Revisions to Item 17 Financial Statement Requirements Relating to Reporting Segments

Going Private Transactions

Additional Potential Reporting Requirements:

In connection with these amendments, the SEC will be seeking public comment about potential additional amendments.

Form 20-F: whether to amend Form 20-F to require disclosure in annual reports about:

any changes in and disagreements with the issuer’s certifying accountant[3]; the fees, payments and other charges relating to American Depositary Receipts;

certain corporate governance matters; and

information about material completed acquisitions.

U.S. GAAP reconciliation: whether to eliminate the availability of the limited U.S. GAAP reconciliation option that is contained in Item 17(c) of Form 20-F.

Proposed Elimination of Paper Filings for Certain Private Issuers

Obtaining the Exemption, Maintaining the Exemption, and

Transitional Periods

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Morrison & Foerster LLP on:

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