Progress Report of the SEC Advisory Committee on Improvements to Financial Reporting.
The Advisory Committee is publishing its progress report and is soliciting public comment. The progress report contains the Committee's developed proposals, conceptual approaches, and matters for future considerations on improving the financial reporting system in the United States.
Electronic Filing and Revision of Form D
The Securities and Exchange Commission is adopting rule amendments mandating the electronic filing of information required by Securities Act of 1933 Form D through the Internet. We also are adopting revisions to Form D and to Regulation D in connection with the electronic filing requirement. The revisions simplify and restructure Form D and update and revise its information requirements. The information required by Form D will be filed with us electronically through a new online filing system that will be accessible from any computer with Internet access. The data filed will be available on our Web site and will be interactive and searchable.
Advisory Committee on Improvements to Financial Reporting
The Securities and Exchange Commission Advisory Committee on Improvements to Financial Reporting is providing notice that it will hold a public meeting on Thursday, March 13, and Friday, March 14, 2008, at University of CaliforniaSan Francisco, Laurel Heights Conference Center, Sublevel 1 Auditorium, 3333 California Street, San Francisco, California 94118. The meeting will begin at 3 p.m. on Thursday, March 13, and at 8 a.m. on Friday, March 14. The meeting will be open to the public. The meeting will be webcast on the Commission's Web site at https://www.sec.gov. Persons needing special accommodations to take part because of a disability should notify a contact person listed below. The public is invited to submit written statements for the meeting. The agenda for the Thursday, March 13 meeting includes hearing oral testimony from panel participants regarding the Advisory Committee's developed proposals related to materiality, restatements, and professional judgment. The agenda for the Friday, March 14 meeting includes (1) hearing oral testimony from panel participants regarding the Advisory Committee's developed proposal related to the implementation of XBRL, and (2) consideration of comment letters received by the Advisory Committee, consideration of updates from subcommittees of the Advisory Committee, and discussion of next steps and planning for the next meeting.
Exemption From Registration Under Section 12(G) of the Securities Exchange Act of 1934 for Foreign Private Issuers
We are proposing amendments to the rule that exempts a foreign private issuer from having to register a class of equity securities under Section 12(g) of the Securities Exchange Act of 1934 (``Exchange Act'') based on the submission to the Commission of certain information published outside the United States. The exemption allows a foreign private issuer to exceed the registration thresholds of Section 12(g) and effectively have its equity securities traded on a limited basis in the over-the-counter market in the United States. Currently, in order to obtain the exemption under Exchange Act Rule 12g3-2(b), a non- reporting foreign private issuer must submit to the Commission written materials in paper, including a list of information that the issuer must disclose publicly pursuant to its home jurisdiction laws or stock exchange requirements, or that is sent to its security holders, along with paper copies of documents containing the required information that the issuer has published for its last fiscal year. A successful applicant may maintain the exemption by submitting to the Commission paper copies of these documents on an ongoing basis. The proposed amendments would eliminate paper submission requirements by automatically granting the Rule 12g3-2(b) exemption to a foreign private issuer that meets specified conditions, which do not depend on a count of an issuer's United States security holders, and which would require an issuer to publish electronically in English specified non- United States disclosure documents. As a result, the proposed amendments should make it easier for U.S. investors to gain access to a foreign private issuer's material non-United States disclosure documents and make better informed decisions regarding whether to invest in that issuer's equity securities through the over-the-counter market in the United States or otherwise.