Going Public in the US: Tips for Foreign Private Issuers

Major Global Regulatory Developments

There is a clear global trend toward regulatory convergence and mutual recognition on many fronts from various oversight bodies. The driving forces include the need to protect investors and provide them with greater opportunities, while allowing issuers to access global capital at lower cost.

Several major regulatory developments are worth highlighting, all of which have the potential to positively impact Foreign Private Issuers (FPIs):

Internal Control over Financial Reporting (ICFR) - The SEC and the PCAOB approved changes to ICFR regulations that are intended to significantly reduce costs to listed companies.

International Financial Reporting Standards (IFRS) – The SEC will no longer require an FPI to provide a reconciliation to U.S. GAAP, provided the FPI prepares its financial statements in accordance with IFRS as published by the International Accounting Standards Board (IASB).

Fast-Path Listing Procedure for Cross-Listings in U.S. and Europe (Fast Path) - European regulatory authorities will allow NYSE-listed, non-European Union issuers to obtain a technical, secondary listing or raise capital on Euronext's European markets, based primarily on documentation filed with the SEC.

Download a presentation summarizing these three developments and their potential impact on non-U.S.NYSE-listed companies .

The SEC's IPO process

At an NYSE forum in Beijing, John Huber  - partner with Latham & Watkins and a former director of the SEC's Division of Corporation Finance  - describes disclosure aspects of the SEC's IPO review process.


 Download the pdf and watch the video to learn more on:

• the goals of the SEC
• three levels of required disclosure
• responding to comment letters
• "rules of the road" to help navigate the review process