Understanding Foreign Issuer Reporting Enhancements (FIRE)
The SEC, seeking to respond to information technology advances and increased globalization securities markets, has amended certain requirements relating to foreign private issuers as part of its initiative to improve and modernize existing reporting and disclosure requirements. Under the new disclosure requirements, foreign private issuers may test their eligibility once every year, must disclose information about changes in their certifying accountant and about certain fees and payments. They are also are required to disclose information with respect to significant changes in their corporate governance practices compared to those applicable to US domestic companies under appropriate exchange’s listing standards. Additionally, there are also existing deadlines that must be observed as well as incentives for companies who engage in proactive compliance. Learn about these filing deadlines for annual reports on various forms in the US and the incentives for cooperating companies. Understanding New Foreign Private Issuers Disclosure Requirements LIVE Webcast will help you learn adjust to these changes as well as knowing how to test the eligibility of a foreign private issuer. This is a must attend event for the FPI community.
SEGMENT 1: Ellie Bavaria , Special Counsel, Office of International Corporate Finance, Division of Corporation Finance, United States Securities and Exchange Commission - Annual Testing of Foreign Private Issuer Status - New Form 20-F Annual Report Deadline - Enhanced Disclosures for Form 20-F - Change of accountants disclosure - New disclosures related to ADR fees and payments and corporate governance differences - Elimination of Item 17 Reconciliation - Amendment to Going-Private Rule to Reflect Termination of Reporting and Deregistration Rules for Foreign Private Issuers SEGMENT 2: Carol M. McGee , Partner, Co-Leader, Securities Practice, (Former Deputy Chief Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission (SEC)), Alston & Bird - Foreign Issuer Reporting Enhancements (FIRE) - FIRE Rules governing Annual Reports filed on or prior to June 30, 2009: - Annual Determination of FPI Status - Disclosure of Differences in Corporate Governance Practices - New Item 16G on Form 20-F - Securities Exchange Act of 1934 Rule 13e-3 (Going Private Transactions) - FIRE Rules governing Annual Reports filed after June 30, 2009: - Auditor’s Attestation of Internal Controls - Segment Data in Financial Statements - Changes in Disagreements with Certifying Accountants/New Item 16F on Form 20-F - ADR Fees and Payments/New Item 12D on Form 20-F - Accelerated Deadline for Annual Reports: - International Financial Reporting Standards (IFRS) - Cross Border Tender-Offer Rules - NYSE - Corporate Governance Proposals - NYSE Amendment to Immediate Release Policy on Disclosure of Material Information SEGMENT 3: Karen B. Dietrich, Associate Director, Office of International Affairs, Public Company Accounting Oversight Board - Introduction - Activities of the PCAOB - Registering audit firms - Inspecting audit firms - Investigations and enforcement - Standard setting - Updates on recent events - Issuance of new rules - Requests for comments that may be relevant to the auditors of foreign private issuers SEGMENT 4: Bridgette Hodges, Partner-in-Charge, SEC Regulatory Matters, National Professional Standards Group, Grant Thornton LLP - Foreign Issuer Reporting Enhancements (FIRE) - Disclosure about changes in certifying accountant - Disclosure of segment data - Elimination of Item 17 reconciliation - International Financial Reporting Standards (IFRS) - XBRL Implementation for Foreign Private Issuers - Auditor’s Attestation of Internal Control over Financial Reporting
Who Should Attend:
- Foreign Private Issuers - Corporate Finance Attorneys - Accountants - Investment banks - Consultants - Senior Management
Ellie Bavaria is a Special Counsel, Office of International Corporate Finance, Division of Corporation Finance at the Securities and Exchange Commission. Her work includes: issuing interpretive guidance to foreign issuers on matters relating to the Federal securities laws; working on SEC rulemaking initiatives regarding foreign issuers; reviewing disclosure documents from foreign companies and sovereign issuers and participating in conferences and events to describe developments in the Federal securities laws.
Ms. Bavaria also had previous roles at the Securities and Exchange Commission as Special Counsel in both the Office of Consumer Products and the Office of Natural Resources. Prior to returning to the SEC, Ms. Bavaria was a Counsel at the law firm of Wilmer, Cutler & Pickering.
Ellie Bavaria is a Special Counsel, Office of International Corporate Finance, Division of Corporation Finance at the Securities and Exchange …
Carol McGee is co-leader of Alston & Bird
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 …
Bridgette is a Partner in the National Professional Standards Group with 20 years of experience in financial reporting and compliance combined with solid operational experience. Her focus pertains to SEC regulatory, financial reporting and compliance issues. Bridgette became the Partner in Charge of the SEC Regulatory Matters group during 2009.
Bridgette began her career in the audit practice of a large public accounting firm. After three years, she left the public accounting profession to work in industry. Bridgette worked for 12 years in industry, all with publicly-traded companies ranging from entrepreneurial environments and foreign private issuers, to a Fortune 500 New York Stock Exchange listed company. Her industry experience includes educational software companies, a government contractor (aerospace and defense), and a hospitality real estate investment trust.
Bridgette’s responsibilities have included compliance with generally accepted accounting principles (or GAAP) and SEC rules and regulations, including corporate-wide application of new accounting pronouncements, SEC regulatory filings, as well as corporate governance matters. At MeriStar Hospitality Corporation, she also assisted in the launch of an internal audit function and their Section 404 compliance program. Bridgette has experience in M&A and disposition activities, including due diligence work and technical application of appropriate GAAP.
She has solid operational experience, having established and managed the corporate-wide functions of administration, accounting, treasury and human resources while employed by the educational software companies.
Education: BS in Commerce, Concentration in Accounting, University of Virginia, McIntire School of Commerce
Bridgette is a Partner in the National Professional Standards Group with 20 years of experience in financial reporting and compliance …
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United States Securities and Exchange Commission
Public Company Accounting Oversight Board