Foreign Private Issuers
Overview:In June of 2007, the SEC implemented new rules that address the deregistration process for foreign private issuers. This rule should vastly simplify the process for companies that are contemplating listing securities on a U.S. stock exchange or raising funds through a U.S. registered offering. As with any sweeping change in regulation, there are number of options to consider in order to ensure that your company is best positioned to fully realize its benefits.
The Knowledge Congress has assembled panel of distinguished experts to help make these policies clear to the organizations most impacted. The panel will present their findings in a two-hour teleconference.
<strong id="ep-name-of-speaker">Mr. Michael Coco, Special Counsel, Office of International Corporate Finance,</strong>
<em id="ep-speaker-firm">U.S. Securities and Exchange Commission (SEC)</em>
- Overview of the disclosure regime for FPIs.
- Description of the SEC's process for reviewing disclosure.
- Major recent rule developments (particularly the deregistration and IFRS/reconciliation rules).
<strong id="ep-name-of-speaker">Ms. Karen B. Dietrich, Assistant Director, Office of International Affairs,</strong>
<em id="ep-speaker-firm">Public Company Accounting Oversight Board (PCAOB)</em>
I. Overview of PCAOB and its statutory responsibilities, including:
- Registration of audit firms
- Investigation/enforcement and
- Standard setting.
II. PCAOB's authority over and approach to regulating non-U.S. audit firms, including:
- Overview of requirements
- PCAOB approach to non-U.S. Firms
- PCAOB reliance on non-U.S. audit regulators (there are some fairly recent developments in this area) and other aspects of international cooperation
<strong id="ep-name-of-speaker">Ms. Carol Banford, CPA, Managing Partner, International Client Services,</strong>
<em id="ep-speaker-firm">Grant Thornton LLP (US) </em>
- Benefits of the new SEC deregistration rule changes(highlight the changes, i.e. alternative tests, permanent deregistration, etc.) but not a discussion of the detailed provisions.
- Which companies will benefit most from the changed rules (i.e. companies listed in multiple robust capital markets, etc.)
- Other factors to consider before deregistering (deferral of compliance with SOX rules, elimination of IFRS reconciliation, etc.)
- Benefits to FPIs of continuing to list or enter the US markets.
<strong id="ep-name-of-speaker">Ms. Deborah R. Meshulam, Partner, Chair, National SEC Enforcement Practice,</strong>
<em id="ep-speaker-firm">DLA Piper Rudnick Gray Cary US LLP </em>
- Form 15-F to deregister shares/terminate registration//liability issues and 12g3-2(b) compliance.
- Electronic Publication and Use of Corporate Internet Web Sites for FPI's.
- the SEC adoption of IFRS for foreign private issuers over US GAAP - Accounting Treatment Issues.
- Losing FPI status in today's regulatory-SOX environment/monitoring FPI compliance and avoiding inadvertent domestic US filer status.
- Recent SEC comments to FPIs.
Who Should Attend:
International companies planning to raise capital in the US or List their companies on a US based Exchange. Investment banks, consultants and attorneys.
Michael D. Coco is a Special Counsel, Office of International Corporate Finance, Division of Corporation Finance at Securities and Exchange Commission. His work includes: issuing interpretive guidance to foreign issuers on matters relating to the Federal securities laws; working on SEC rulemaking initiatives concerning foreign issuers, including preparation of recent rules relating to the use of IFRS financial statements by foreign private issuers without reconciliation to U.S. GAAP; reviewing disclosure documents from foreign companies and sovereign issuers and participating in conferences and events with market participants to describe developments in the Federal securities laws.
He also had previous roles at the Securities and Exchange Commission as Attorney-Advisor in the Office of Structured Finance, Transportation and Leisure; Reviewer in the Office of Chief Counsel, Shareholder Proposal Task Force, Attorney-Advisor, Office of Small Business; assist the Division of Enforcement as interpreter in Italian and French.
Michael Coco's educational background includes: Diploma, cum laude (1987), Phillips Academy, Andover, MA; B.S. in Foreign Service, cum laude (1991), Georgetown University, School of Foreign Service, Washington, DC; Certificat d’Etudes Politiques (1990), Institut d'Etudes Politiques, Paris, France; M.A. in International Politics/Public International Law (1993), Columbia University, School of International and Public Affairs, New York, NY. He also attended at University of Virginia School of Law, a J.D. (1998) and a Member of New York Bar Association.
Michael D. Coco is a Special Counsel, Office of International Corporate Finance, Division of Corporation Finance at Securities and …
Karen Dietrich is an Assistant Director of International Affairs at the PCAOB. Her responsibilities include representing the Board in discussions with non-U.S. regulators, assisting in the development of the Board’s international policies and providing legal advice regarding the oversight of non-U.S. audit firms that operate in U.S. capital markets.
Prior to joining the PCAOB, Ms. Dietrich practiced law with firms in Boston and Washington, D.C. She specialized in securities litigation, white collar criminal and civil enforcement matters, and complex commercial litigation. While in private practice, Ms. Dietrich worked on a number of cases involving allegations of accounting and auditor misconduct. Ms. Dietrich earned a B.A. with distinction and a J.D. with high honors, both from the University of North Carolina at Chapel Hill, where she was also a Morehead Scholar.
Karen Dietrich is an Assistant Director of International Affairs at the PCAOB. Her responsibilities include representing the Board in discussions …
Carol is Managing Partner, International Client Services for the Grant Thornton US firm and a member of the Professional Standards Group. In this capacity, she oversees the reviews of all Grant Thornton International member firm clients’ filings with the SEC. In addition to her gatekeeper responsibilities she assists our international clients with US Generally Accepted Accounting Principles (US GAAP) and Securities and Exchange Commission (SEC) reporting issues. She has worked with many foreign companies in capital market transactions with the US SEC and with US private placements, as well as annual SEC filing requirements.
In January 2003, she returned from a two-year secondment in London, where she directed the International US Services Group in Europe. During that time she provided European based clients with efficient access to specialized resources in the United States and with insight and advice to clients on the challenges of expanding into the U.S. market. Prior to 2001, Carol has served as Assurance Partner, Assistant Regional Director of Accounting and Auditing, and International Services Partner.
Carol has over 25 years of public accounting experience, primarily serving commercial enterprises, both private and public, in the financial services, manufacturing, and distribution and service industries in the United States and internationally.
Education and affiliations:
Carol received her Bachelor of Arts from Catholic University of America in Washington, D.C., and attended Post Graduate Accounting and Business Programs of Pennsylvania State University and American University. She is a certified public accountant (CPA) and a member of the American Institute of Certified Public Accountants' International Practices Task Force. Carol is also a member of Grant Thornton International Board of Governors and is Chairman of the Grant Thornton Audit Policy Advisory Committee.
Carol is Managing Partner, International Client Services for the Grant Thornton US firm and a member of …
Ms. Meshulam has over two decades of experience representing clients facing securities law, regulatory and corporate governance issues. She defends clients in SEC enforcement matters, securities class actions and derivative lawsuits, complex financial, accounting and corporate disputes and FINRA (formerly NASD) and Exchange proceedings. She also counsels clients in rulemaking proceedings and in SEC inquiries from the Divisions of Corporate Finance and Market Regulation, the Office of Chief Accountant, and the Office of Compliance Inspection and Examinations.
She represents public companies, foreign private issuers, financial institutions, accounting firms, officers, directors, securities professionals, broker/dealers, investment advisers, accountants, and other individuals in the full range of securities laws matters including cases involving alleged accounting and auditing improprieties, disclosure, insider trading, broker/dealer sales practices, market manipulation, and delisting claims. In a number of instances, she has persuaded SEC staff members that challenged accounting practices are proper. She also frequently advises corporate clients on issues raised by their independent auditors, resolving those issues successfully.
Her securities practice also includes counseling U.S. and overseas clients on a wide range of corporate governance and regulatory matters, financial reporting and disclosure issues, the design and implementation of compliance programs under the securities laws and the Sarbanes-Oxley Act and its implementing regulations and issues faced by brokers/dealers, investment advisors, and other regulated entities.
Ms. Meshulam regularly conducts internal investigations on behalf of public companies or their audit committees, often relating to accounting issues, alleged securities law violations and employee misconduct. She also regularly advises clients on securities law compliance and litigation avoidance. At the request of the SEC, she has acted as a Receiver to assist the agency in locating and collecting assets hidden by an individual who committed securities fraud. She has written on securities law issues for a number of legal publications and is a frequent speaker at numerous professional programs on securities related topics and issues.
Before coming to DLA Piper, Ms. Meshulam served as Assistant Chief Litigation Counsel of the Securities and Exchange Commission, a senior-level position. As lead trial counsel, she prosecuted a number of cases involving complex financial fraud, accounting, market manipulation, insider trading, sales practice fraud and public offering fraud and disclosure issues. She also helped develop SEC enforcement policy, in conjunction with other agency divisions, helped write the SEC’s then current Rules of Practice, and helped implement the agency’s EEOC compliance programs.
Ms. Meshulam has over two decades of experience representing clients facing securities law, regulatory and corporate governance issues. …
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U.S. Securities and Exchange Commission (SEC)
PCAOB Public Company Accounting Oversight Board