Countdown to the Elimination of U.S. GAAP Reconciliation Requirements For Foreign Private Issuers


On March 4, 2008, the United States Securities and Exchange Commission’s (the “SEC”) amendments to current rules and forms that will allow foreign private issuers to file their financial statements without reconciliation to U.S. generally accepted accounting principles (“U.S. GAAP”), as

currently required, will become effective. As an alternative, once the amendments are effective, foreign private issuers (generally, non-U.S. domiciled entities with a majority of their shareholders and other operations located outside the U.S.) will be able to include in their SEC filings financial statements that are prepared in accordance with International Financial Reporting Standards

(“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

In adopting these new rules, the SEC once again demonstrated its commitment to two initiatives that

have received so much of that agency’s attention over the last year. First, the SEC reiterated its desire to encourage the development of a single set of high-quality, globally accepted accounting standards. Second and as follow-up to some of the SEC’s other recently adopted amendments, including the amendments regarding deregistration for foreign private issuers and the revisions to Rule 144, the SEC once again proved its resolve to enhance the attractiveness of the U.S. capital

markets to foreign private issuers.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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