Foreign private issuers (FPIs) that newly become public companies (also known as reporting companies) in the US must grapple with a host of requirements under US securities laws and listing rules. These include annual and current SEC reporting obligations, as well as securities exchange rules, including corporate governance requirements. In addition, they entail many responsibilities and processes that are not visible to the public but are still crucial in ensuring a smooth transition to being a public company.

FPIs may elect to rely on special accommodations included in SEC rules and regulations that reduce their reporting burdens. These special accommodations and reduced reporting burdens are designed to encourage more non-US companies to enter the US capital markets and have been set out in certain alternative SEC forms that FPIs may report on, including annual reports on Form 20-F and current reports on Form 6-K. Certain Canadian issuers that qualify for the multijurisdictional disclosure system may file their annual reports on Form 40-F instead of Form 20-F.

Reporting companies that are FPIs also enjoy exemptions from significant disclosure requirements under US federal securities laws that apply to domestic reporting companies, including:

While FPIs are not technically required to comply with Regulation FD, many FPIs voluntarily comply, because:

FPIs that have a class of securities listed on a national securities exchange in the US are also subject to the material nonpublic information disclosure requirements of the applicable exchange, including requirements relating to the timing and method of the disclosure. To do so effectively, an FPI must have an internal compliance framework in place that includes adequate training for the relevant representatives of the company.

Another area that newly public FPIs must consider is how to handle their earnings communications and investor communications generally. Considerations may include how much detail to provide, what measures or metrics to disclose, and whether (and how often) to provide guidance.

This Toolkit includes links to selected resources designed to assist newly public FPIs and their counsel in complying with their reporting requirements and other obligations, as well as resources intended to frame the work done and the considerations assessed in the background to help support life as a public company.