Words of Wisdom

Hail, Hail Freedonia: Frequently Asked Questions About SEC Registration on Schedule B by Foreign Governments

Posted in Debt Securities, Filing with the SEC

In the Marx Brothers’ movie Duck Soup, the finances of the mythical and bankrupt country of Freedonia depend on continuing loans from the wealthy Mrs. Teasdale (played by the unflappable Margaret Dumont). For her part, Mrs. Teasdale insists that Rufus T. Firefly (played by Groucho Marx) be named as Freedonia’s leader.

It apparently never occurs to either of them — or to Freedonia’s long-suffering Minister of Finance — to seek financing in the United States capital markets. While that questionable choice of leadership and financial oversight doubtless made for better comedy, it probably didn’t make life any easier for Freedonia’s Treasury Department.

Fortunately for leaders of foreign governments, Latham has published a Client Alert to answer the key questions about how a non-US sovereign borrower can smoothly navigate its way through the SEC registration process and raise money in the United States in a public offering, often referred to as “Schedule B” offerings, after the name of the specific foreign government registration statement mandated by the US Congress in the Securities Act.

Click here to start your journey from Point A to Schedule B.

The Latham Global IPO Guide – An Insider’s Guide

Posted in Foreign Private Issuers, Initial Public Offerings

WorldWide Widgets, a non-US e-commerce company, is considering going public. In addition to offering its locally listed stock to investors outside the United States, WWW would like to sell to investors inside the United States in private transactions without registration with the US Securities and Exchange Commission. What are the key legal issues WWW is likely to face?

Latham has written a book to help help non-US issuers navigate the US portion of a global IPO – in other words, an offering to investors outside the US under Regulation S and to US investors, usually large US institutional investors known as qualified institutional buyers, or QIBs, under Rule 144A or another exemption from the registration requirements of the Securities Act.

A complimentary copy of the 2017 edition of the Latham Global IPO Guide is available for download here.


When Acronyms Collide: 20 FAQs for FPIs as IFRS Meets XBRL

Posted in Exchange Act Reporting, Financial Statement Requirements, Foreign Private Issuers

On March 1, 2017, the US Securities and Exchange Commission took action that permits, and will eventually require, foreign private issuers (FPIs) registered with the SEC that prepare their financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) to file financial statements in eXtensible Business Reporting Language (XBRL). To help you prepare for this intergalactic event, we’ve published a Client Alert with answers to the top 20 FAQs. Download your copy here.

XBRL for Foreign Private Issuers: Coming in 2018

Posted in Exchange Act Reporting, Financial Statement Requirements, Foreign Private Issuers

The SEC will require foreign private issuers that report in IFRS to submit XBRL financial statements for annual reports filed during 2018.

On March 1, 2017, the Securities and Exchange Commission (SEC) published a taxonomy to permit, and eventually require, foreign private issuers that prepare their financial statements using Internal Financial Reporting Standards (IFRS) to submit those reports using XBRL (eXtensible Business Reporting Language). XBRL is the machine-readable interactive data format that allows users to more easily access and analyze financial statement data. The SEC first adopted rules to require issuers that prepare US GAAP financial statements to submit XBRL financial statements in 2009.

Foreign private issuers that file IFRS financial statements will be required to submit XBRL financial statements for fiscal periods ending on or after December 31, 2017 (i.e., annual reports on Form 20-F and Form 40-F filed during 2018). Until then, these foreign private issuers have the option to submit XBRL financial statements.

For more about XBRL financial statements, see our two-part series here.

Defining Foreign Private Issuers: Are You a Wizard or a Muggle?

Posted in Foreign Private Issuers

The world of Harry Potter is divided into wizards and muggles, those who can work magic, and those who (sadly) cannot. In the world of US federal securities laws, the division between domestic US companies and foreign private issuers, or FPIs, is just as important. While FPIs don’t have magical powers — at least that we know of — FPIs do enjoy some very important advantages under special rules and accommodations established by the US Securities and Exchange Commission (SEC).

How do you know if you are a foreign private issuer? Our client alert tells you what you need to know.

A Roadmap for US Issuers: Financial Statement Requirements in US Securities Offerings

Posted in Financial Statement Requirements

On the heels of its wildly successful initial public offering, Next Humongous Thing, Inc.. is in the process of preparing a prospectus for a follow-on offering of common stock.  Oh, and it has completed several acquisitions, opened up two new segments and discontinued one operation.  Continue Reading

The Latham US IPO Guide – An Insider’s Guide to the IPO Process

Posted in Filing with the SEC, Financial Statement Requirements, Initial Public Offerings, Other

Your tech startup, Input Process Output, Inc., is wildly successful. Everyone is telling you it’s time to start thinking about taking IPO public, but how do you know whether it’s the right move? The Latham US IPO Guide explains what you need to know about how to plan and execute a successful IPO in a lively, plain-English style. Download your complimentary copy here.