| Release No. 34-16371 November 29, 1979
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 Table of Contents
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I. SUMMARY OF PUBLIC COMMENTS
The Commission received 54 letters commenting on the general concept of substantially equivalent disclosure for foreign and domestic issuers, 6 and 61 letters commenting on the specific proposals. 7 Since many commentators responded to each release, the total number of commentators on both releases was 88. 8
The foreign private issuer commentators, with one exception, generally were opposed, in whole or part, to the proposed Form 20-F. A number indicated that they would be compelled to re-evaluate their participation in the United States capital markets in terms of their own benefits and costs if the proposals were adopted. Others were critical of the imposition of increased requirements after they had become subject to the reporting requirements of the Exchange Act. The major disclosure proposals to which the foreign issuers objected were those relating to financial reporting on an industry segment basis, particularly with respect to profitability, and the disclosure of management remuneration on an individual basis. Other major objections included the proposal to reduce the filing period for the annual report from six to four months after the close of the fiscal year, the proposed requirement for English translations of all documents furnished with Form 6-K and the general increased costs of compliance. The cost objections related primarily to the costs involved in implementing accounting systems to obtain industry segment information and, particularly in the case of Japanese issuers, to increased costs that would be necessitated for United States consultants and translators.
The remaining non-issuer commentators, with several exceptions, also were opposed to the proposals. Their major objections included the following: the lack of any showing of abuses based on present disclosure requirements; the lack of empirical data relating to perceived benefits of or need for the proposed requirement; the lack of any showing of competitive disadvantage to domestic issuers; the perceived reluctance and/or refusal of foreign issuers to comply with the proposals if adopted and the consequent impairment of the United States capital market for foreign securities, the international flow of capital and investment opportunities for United States investors; and the imbalance of costs and benefits. The general consensus of this group of commentators was that the Commission should withdraw its proposals or, prior to any definitive decisions, hold public hearings and/or increase contacts with appropriate foreign organizations with the objective of setting acceptable international standards of disclosure and financial reporting. Generally, these commentators identified disclosure compliance problems of foreign issuers without rejecting the concept of more meaningful disclosure per se.
Some of the commentators suggested alternative approaches and as: reciprocal or country-of-origin treatment, deference to international standards to be developed, application only to future registrants or reporting issuers, differentiation between foreign issuers which have made public offerings in the United States and those only listing securities on United States stock exchanges, differentiation between issuers in the developed and the less developed countries, differentiation based on whether debt or equity securities are involved and consideration of other factors, including whether the foreign issuers are regulated by specific governmental authorities in their domiciles and thus subject to specialized reporting requirements of such authorities. A number of commentators indicated that accommodations, provisions for specific relief and transitional periods would be necessary before certain of the proposed disclosure requirements could be met by foreign companies. Other commentators stressed the importance of maintaining separate registration and reporting forms for foreign issuers to assure that future amendments to the counterpart domestic forms would not be applied automatically to foreign issuers without specific consideration.
The Commission and its staff have considered carefully all public comments received and alternatives suggested. In addition, as previously noted, consideration was also given to the various disclosure guidelines being developed or already promulgated by various international and regional organizations, including particularly those of the OECD, 9 the EEC 10 and the UN. 11 As a result, significant revisions have been incorporated in the amendments adopted today, particularly in Form 20-F. The Commission believes that the Form 20-F reflects the approach of these guidelines and requires disclosure in comparable detail. Certain of the suggested have been followed, but in modified form. For example, in certain cases reference is made to foreign law and requirements as the basis for disclosure in the Form 20-F.
Overall, the Commission has endeavored to act in a way consistent with the harmonization of international standards, seeking to require the disclosure of material information while acknowledging legitimate concerns raised by differing national requirements and practices.
SYNOPSIS
The following brief synopsis is intended to assist interested parties to understand the amendments adopted.
A. General Instructions.
As proposed, annual reports on Form 20-F would have been required to be filed within four months after the end of the registrants fiscal year. Many commentators explained that foreign registrants need more time to prepare their annual report since they must first comply with applicable foreign regulations which often allow more than four months time in which to furnish annual reports to shareholders. Consequently, General Instruction A(c) has retained the present requirement that the annual report must be filed within six months after the end of the registrants fiscal year.
B. Narrative Disclosure.
The narrative disclosure called for by Form 20-F contains more disclosure items than the previously existing Forms 20 and 20-K but fewer disclosure items than required by Form 10-K. Except as noted below, the adopted disclosure items generally are as proposed in Exchange Act Release No. 14128.
Item 1. Description of Business.
Item 1, Description of Business, was proposed to be substantially identical to the business description in the then contemporary Form 10-K, now Item 1 of Regulation S-K 17 CFR 229.20. However, the adopted item is based on Form S-18 which calls for less extensive business disclosure then Regulation S-K. The item adopted recognizes that foreign jurisdictions do not generally require the level of disclosure contemplated by Regulation S-K.
Virtually all foreign issuers commented that they would be unable, and in some cases, unwilling, to comply with the industry segment requirements as proposed. The proposed industry segment disclosure requirement has been modified to require quantitative disclosure on a revenue basis only with a narrative discussion requirement if revenue and profit contributions of the respective segments differ significantly.
Item 2. Summary of Operations and Managements discussion and analysis.
The proposed requirement for a five year Summary of Operations and a related Managements Discussion and Analysis of the Summary has not been adopted. As announced in Exchange Act Release No. 15068 (August 16, 1978) 43 FR 37460, August 23, 1978, the Commission is presently considering amendments to the Form 10-K, including the requirements relating to the Summary of Operations and the Managements Discussion and Analysis. Consequently, the Commission has decided to adopt a requirement for an analysis of the income statements filed as part of the Form 20-F and to consider whether any revisions in that requirement would be necessary when the final requirements for the Form 10-K have been developed.
Item 3. Description of Property.
As proposed, this item was substantially similar to the description of property item in the Form 10-K as in effect in 1977 prior to the promulgation of Item 2 of Form S-K and Rule 3.18(k) of Regulation S-X. 12 Paragraph (a) of Item 3, calling for a general description of the registrants property, was adopted as proposed except for the deletion of a discussion of property on an industry segment basis.
Two commentators, both major oil companies, vigorously opposed the proposals. Notwithstanding their objections, the Commission believes that reserve and production information is important to investors in oil and gas companies and that disclosure of such information would not unduly burden these registrants.
The item as adopted and the related appendix require, as a minimum, general information about the quantities of reserves and production of registrants involved in oil and gas operations. Moreover, such registrants must either comply with Rule 3.18 of Regulation S-X or discuss the differences between that Rule and the principles used. The discussion should state the effects of the differences if practicable.
Item 4. Control of Registrant.
If the registrants voting securities are in registered rather than bearer form, disclosure must be made of all beneficial owners of more than ten percent of registrants stock and of the aggregate beneficial ownership of directors and officers as a group. This item, as proposed and adopted, is otherwise substantially the same as Item 6 of Regulation S-K except that the ownership percentage requiring disclosure has been raised to ten percent from five percent to be consistent with international guidelines.
Item 5. Directors and Officers.
This item requires only a list of the names and positions with registrant for each director and officer. The proposed extensive disclosure of their business experience and general background was deleted primarily because it is inconsistent with the requirements of many foreign jurisdictions and international guidelines. 13
Item 6 and 7. Remuneration of and Options Granted to Directors and Officers.
The proposed version of these items would have required (a) identification of the three highest paid officers or directors, and the aggregate remuneration and similar benefits paid to that group, and (b) aggregate remuneration and similar benefits paid to all directors and officers as a group. However, the remuneration and similar benefits paid to specified individuals would not have been required to be disclosed unless mandated by foreign law or regulation.
Taking into account the large critical comment this proposal engendered and for the reasons given by those commentators, the Commission has decided to delete the specific requirement for the identification of the three highest paid directors or officers and the aggregate amount paid to them. The items as adopted conform to the present disclosure practices of foreign issuers in registration statements filed under the Securities Act and in the Forms 20 and 20-K.
Item. 8. Pending Legal Proceedings.
This item was adopted substantially as proposed except for the deletion of the requirement relating to the disclosure of environment litigation.
Item 9. Nature of Trading Market.
This item, as proposed and adopted, requires a description of the principal trading market outside the United States for the registrants securities.
Item 10, 11 and 12. Description of Securities.
These three items require a brief description of the terms of the securities being registered. These items were adopted as proposed.
Item 13. Exchange Controls.
This item, similar to an existing item in the Form 20, requires a brief description of any limitations of a United States securityholders right to receive dividends or interest payments or right to vote.
Item 14. Taxation.
This item, adopted as proposed, requires a brief description of the taxes to which United States securityholders are subject and any relevant tax treaties.
Item 15. Changes in Securities.
This item, adopted as proposed, requires a description of material changes in the terms of the registered security or a substitution of the assets securing the registered security.
Item 16. Defaults upon Senior Securities.
This item requires identification of any defaults on senior securities. It was adopted as proposed.
Item 17. Interest of Management in certain Transactions.
As proposed, this item would have required a description of material transactions between the registrant and its management similar to that specified in Items 4(e) and (f) of Regulation S-K. The Commission has decided to condition the disclosure of such information on its being made public pursuant to foreign laws or otherwise. All the proposed instructions were deleted because foreign law and regulations will provide the basis for disclosure.
Financial Statements.
The financial statements filed as part of the Form 20-F are not required to comply with United States generally accepted accounting principles or Regulation S-X. However, a discussion of the differences of the principles used from United States generally accepted accounting principles and Regulation S-X is required.
Exhibits.
The exhibits required to be filed are substantially the same as those required by the Form 10-K. In the proposed Form 20-F, Item 4 would have required a list of all parents and subsidiaries. As adopted, Instructions A.7 and B.4 only require that such a list be provided upon request by the Commission. Several commentators strongly objected to the proposal since in many foreign countries operations are customarily carried through a large number of affiliated companies. The Commission agrees with these commentators that in many situations a detailed description of such affiliations would not assist investors, but the Commission believes that this information should be provided if warranted by the circumstances.
C. Proposals Deleted.
The following proposed items have not been adopted because the information they would have required was largely irrelevant to United States investors in foreign securities, disclosed elsewhere in the Form 20-F or because of other reasons: (1) Item 2: Summary of Operations, (2) Item 12: Recent Sales of Unregistered Securities, (3) Item 18: Indemnification of Directors and Officers, (4) Item 21: Increases and Decreases in Outstanding Securities and Indebtedness, (5) Item 22: Submission of Matters to a Vote of Security Holders, (6) Item 23: Acquisition or Disposition of Assets, (7) Item 24: Changes in Registrants Certifying Accountant, and (8) Item 25: Reports on Form 6-K.
D. Form 6-K and Rules 13a-16 and 15d-16.
Foreign private issuers entitled to file annual reports on Form 20-F are not required to file the quarterly reports on Form 10-Q 17 CFR 249.308a or current reports on Form 8-K 17 CFR 249.308 as domestic issuers are. Rather, such foreign issuers furnish Form 6-K reports which require the furnishing of information and material to investors made public pursuant to foreign law, stock exchange regulations or distributed to security holders.
Recognizing that many of these documents required to be furnished in Form 6-K reports are in a foreign language, the Commission desired to make these reports more useful to United States securityholders and market intermediaries by proposing that all documents, papers, and exhibits furnished with the report be either translated into English or summarized in an English version. Many foreign issuer commentators objected to this proposal on the basis of the costs involved in translating these documents and concern for legal liability in the event of inaccurate translations. The proposals as well as the present Form 6-K requirements were also criticized on the basis that documents or reports furnished, because of differing customs and practices particularly in the financial reporting area, might be considering misleading and otherwise result in unnecessary and burdensome submissions.
As adopted, Form 6-K requires English translations, versions or summaries only of information distributed to securityholders and of material press releases. Other types of information and documents need be furnished only if English translations, versions or summaries are prepared by the issuer. The Commission believes that this compromise will benefit United States shareholders and at the same time alleviate to a great extent the concerns of and burdens on foreign issuers.
Rules 13a-16 and 15d-16 prescribed the requirement to furnish Form 6-K for foreign private issuers subject to rules 13a-1 17 CFR 240.13a-1 and 15d-1 17 CFR 240.15d-1, the annual report requirements for issuers with securities registered under Section 12 of the Exchange Act and for issuers with effective registration statements under the Securities Act, respectively. The Commission adopts the proposed amendments to Rules 13a-16 and 15d-16 which, in conformity with the General Instructions to Form 20-F, prohibit essentially United States companies from using Form 6-K.
E. Rule 3a12-3.
Rule 3a12-3 by its terms presently exempts from Sections 14 and 16 of the Exchange Act the securities of certain foreign issuers.
The Commission is adopting amendments to Rule 3a12-3 which would: (1) delete reference to Form 21 which was repealed as of June 30, 1967; 14 (2) change the reference therein to former Form 20 to Form 20-F; (3) make clear that the exemption applies only with respect to securities actually registered pursuant to Section 12 and for which such registration on the specified forms was authorized and (4) make clear that the exemption applies only to the provisions respecting proxy solicitations and the furnishing of information statements.
The third of those amendments is intended to conform the Rule with prior staff interpretations to the effect that (a) the exemption from the solicitation and information statement provisions of Section 14 and the insider trading provisions of Section 16 does not apply to those securities which although required to be registered, are not so registered and (b) the exemption would not be lost if the issuer voluntarily registers the securities and/or files periodic and annual reports on the more demanding registration and reporting forms prescribed for domestic issuers.
The fourth of those amendments is to correct an oversight in not amending the rule when Congress, in 1968, adopted the "Williams Act Amendments" which added Sections 13(d), 13(e), 14(d), 14(e), and 14(f) to the Exchange Act. 15 These sections govern the acquisitions of or tender offers for securities registered under Section 12 of the Exchange Act. The Commission is of the view that it would be contrary to the public interest and the protection of United States investors to continue the present literal exemption of securities to foreign issuers from the acquisition and tender offer provisions of the Act. 16 These latter provisions are as important to those United States investors who invest in securities of foreign issuers as to those who invest in the securities of domestic issuers, as well as to the issuers of such foreign securities.
F. Guides for the Preparation and Filing of Reports and Registration Statements under the Securities Exchange Act of 1934.
The Commission also published for comment proposals clarifying that the Exchange Act Guides apply to foreign private issuers. These Guides are Guide 1, Summary of Operations; Guide 2, Disclosure of Extractive Reserves and Natural Gas Supplies; and Guide 3, Statistical Disclosure by Bank Holding Companies.
These proposals are not adopted. The application of Guides 1 and 2 is preempted by items in the Form 20-F. Item 2 of the Form 20-F requires a modified version of the Managements Discussion and Analysis. Item 3 and the Appendix specify the required disclosure of reserves and production for registrants in extractive industries. Since comments are being solicited on Guide 3, the Commission believes that it would be inappropriate to apply Guide 3 to foreign issuers at the present time. Therefore, the proposals relating to Guides 1 and 2 are withdrawn but action on Guide 3 is deferred. 17
CERTAIN FINDINGS
In publishing the 1977 proposals, the Commission specifically invited comments with respect to: (1) whether the cost of the proposals to an issuer outweigh their benefits to investors and the public interest; and (2) the adverse impact or burdens of the proposals on competition which are neither necessary nor appropriate in furthering the purposes of the Exchange Act.
Since many of the amendments adopted represent significant relaxations from the proposals, especially those relating to industry segment information and the English translations of documents, the commentators concern with cost has been alleviated. In any event, the Commission finds that the costs imposed on issuers by the rules and forms adopted herein are not unreasonable and are outweighed by the benefits which will accrue to investors.
As required by Section 23(a)(2) of the Exchange Act, the Commission has specifically considered the impact which the rules and forms adopted herein will have on competition. The Commission finds that compliance by issuers and affiliates with these actions will not impose any significant burden on competition. In any event, the Commission has determined that any possible competitive burden will be outweighed by, and is necessary and appropriate to achieve, the benefits of these actions to investors.
Parts 240 and 249 of Chapter 11 of Title 17 of the Code of Federal Regulations are amended as follows:
1. Section 240.3a12-3 is revised to read as follows:
§240.3a12-3 Exemption from sections 14(a), 14(b), 14(c), 14(f) and 16 for securities of certain foreign issuers.
(a) Securities for which the filing of registration statements on Form 18 17 CFR 249.218 are authorized shall be exempt from the operation of sections 14 and 16 of the Act.
(b) Securities registered under section 12 of the Act on Form 20 17 CFR 249.220 or Form 20-F 17 CFR 249.220F or on Form 8-A 17 CFR 249-208a or Form 8-B 17 CFR 249.208(b) in lieu of Forms 20 or 20-F or for which registration on such forms were so authorized shall be exempt from the operation of sections 14(a), 14(b), 14(c), 14(f), and 16 of the Act except that this paragraph shall not apply if at the end of the last fiscal year of the issuer (1) more than 50 percent of the outstanding voting securities of the issuer are held of record either directly or through voting trust certificates or depositary receipts by residents of the United States, and (2) the business of such issuer is administered principally in the United States or 50 percent or more of the members of the Board of Directors are residents of the United States. For the purpose of this paragraph the term "resident," as applied to security holders, shall mean any person whose address appears on the records of the issuer, the voting trustee or the depositary as being located in the United States.
(c) Securities registered under section 12 of the Act on Forms 16 17 CFR 249.216 or 19 17 CFR 249.219 shall be exempt from the operations of sections 14(a), 14(b), 14(c), 14(f) and 16 of the Act if the securities deposited pursuant to the voting trust or other agreement are so exempt pursuant to paragraph (b) of this section.
2. Paragraph (a) of §240.13a-16 is revised to read as follows:
§240.13a-16 Reports of foreign private issuers on Form 6-K 17 CFR 249.306.
(a) Every foreign private issuer which is subject to Rule 13a-1 17 CFR 240.13a-1 shall make reports on Form 6-K, except that this rule shall not apply to:
(1) Investment companies required to file quarterly reports pursuant to Rule 13a-12 17 CFR 240.13a-12;
(2) Foreign private issuers not authorized to use Form 20-F 17 CFR 249.220F for annual reports required by Rule 13a-1; or
(3) * * *
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3. Paragraph (a) of §240.15d-16 is revised to read as follows:
§240.15d-16 Reports of foreign private issuers on Form 6-K 17 CFR 249.306.
(a) Every foreign private issuer which is subject to Rule 15d-1 17 CFR 240.15d-1 shall make reports on Form 6-K, except that this rule shall not apply to:
(1) Investment companies required to file quarterly reports pursuant to Rule 15d-12 17 CFR 240.15d-12;
(2) Foreign private issuers not authorized to use Form 20-F 17 CFR 249.220F for annual reports required by Rule 15d-1; or
(3) ***
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4. Sections 249.220 and 249.320 are hereby rescinded and their provisions consolidated into a new section 249.220f reading as follows:
§249.220-f Form 20-F, for registration of securities of foreign private issuers pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, and for annual reports of foreign private issuers filed pursuant to Sections 13 or 15(d) of that Act.
(a) This form is to be used for registration pursuant to Section 12 of the Securities Exchange Act of 1934 of any class of securities of any foreign private issuer except that it shall not be used by:
(1) any North American issuer if (i) the securities are to be registered pursuant to Section 12(b) of the Act; (ii) if the securities are to be registered under Section 12(g) of the Act as a result of the termination of the exemption provided by Rule 12g3-2(d) 17 CFR 240.12(g)3-2(d); or (iii) the issuer has had the same or any other class of securities registered pursuant to Section 12 of the Act on Form 10 17 CFR 249.210, or Form 8-A 17 CFR 249.208a or Form 8-B 17 CFR 249.208b in lieu of Form 10 within one year prior to the date on which the registration statement is filed or required to be filed under Section 12(g); or
(2) any foreign private issuer if at the end of the last fiscal year of the issuer (i) more than 50 percent of the outstanding voting securities of the issuer are held of record either directed or through voting trust certificates or depositary receipts by residents of the United States; and (ii) the business of such issuer is administered principally in the United States or 50 percent or more of the members of the Board of Directors are residents of the United States.
(b) This form is to be used for annual reports of foreign private issuers filed under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 pursuant to Rule 13a-1 17 CFR 240.13a-1 or 15d-1 17 CFR 240.15d-1 except that it shall not be used by:
(1) any North American issuer:
(i) which has any class of securities registered pursuant to Section 12 of the Act on Form 10, or on Forms 8-A or 8-B in lieu of Form 10; (ii) which is filing the report pursuant to Section 15(d) of the Act; (iii) whose obligation to file reports pursuant to the section 15(d) of the Act is suspended as a result of the registration of a class of securities pursuant to Section 12(g) of the Act; or (iv) which has registered securities under Section 12(g) of the Act as a result of termination of the exemption provided by Rule 12g3-2(d); or
(2) any foreign private issuer if at the end of the fiscal year being reported on (i) more than 50 percent of the outstanding voting securities of the issuer are held of record either directly or through voting trust certificates or depositary receipts by residents of the United States; and (ii) the business of such issuer is administered principally in the United States or 50 percent or more of the members of the Board of Directors are residents of the United States.
(c) Annual reports on this form shall be filed within six months after the end of the fiscal year covered by such report.
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Copies of the adopted Form 20-F will be forwarded to all foreign private issuers presently filing annual reports on Form 20-K. Copies of the Form 20-F have been filed with the Office of Federal Register and additional copies may be obtained from the Securities and Exchange Commission, 500 North Capitol Street, Washington, D.C. 20549.
5. The General Instructions to Form 6-K are revised as follows:
§249.306 Form 6-K, report of foreign issuer pursuant to Rules 13a-16 (§240.13a-16 of this chapter) and 15d-16 (§240.15d-16 of this chapter) under the Securities Exchange Act of 1934.
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B. Information and Document Required to be Furnished.
Subject to General Instruction D herein, an issuer furnishing a report on this form shall furnish whatever information, not previously furnished, such issuer (i) is required to make public in the country of its domicile or in which it is incorporated or organized pursuant to the law of that country, or (ii) filed with a foreign stock exchange on which is securities are traded and which was made public by that exchange, or (iii) distributed to its security holders.
The information required to be furnished pursuant to (i), (ii), or (iii) above is that which is significant with respect to the issuer and its subsidiaries concerning: changes in management or control; acquisitions or dispositions of assets; bankruptcy or receivership; changes in registrants certifying accountants; the financial condition and results of operations; material legal proceedings; changes in securities or in the security for registered securities; defaults upon senior securities; material increases or decreases in the amount outstanding of securities or indebtedness; the results of the submission of matters to a vote of security holders; and any other information which the registrant deems of material importance to security holders.
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C. Preparation and Filing of Report.
This report shall consist of a cover page, the document or report furnishing by the issuer, and a signature page. Eight complete copies of each report on this form shall be deposited with the Commission. At least one complete copy shall be filed with each United States stock exchange in which any security of the registrant is listed and registered under Section 12(b) of the Act. At least one of the copies deposited with the Commission and one filed with each such exchange shall be manually signed. Unsigned copies shall be conformed.
D. Translations of Papers and Documents into English.
Reference is made to Rule 12b-12(d) (17 CFR 240.12b-12(d)). Information required to be furnished pursuant to General Instruction B in the form of press releases and all communications or materials distributed directly to securityholders of each class of securities to which any reporting obligation under Section 13(a) or 15(d) of the Act relates shall be in the English language. English versions or adequate summaries in the English language of such materials may be furnished in lieu of original English translations.
Notwithstanding General Instruction B, no other documents or reports, including prospectuses or offering circulars relating to entirely foreign offerings, need be furnished unless the issuer otherwise has prepared or caused to be prepared English translations, English versions or summaries in English thereof. If no such English translations, versions or summary have been prepared, it will be sufficient to provide a brief description in English of any such documents or reports. In no event are copies of original language documents or reports required to be furnished.
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(Secs. 3, 12, 13, 14, 15(d), 23(a), 48 Stat. 882, 892, 894, 901; sec. 203(a), 49 Stat. 704; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; Proc. No. 2695, 60 Stat. 1352; sec. 202, 68 Stat. 686; secs. 3, 4, 6, 78 Stat. 565-568, 569, 570-574; secs. 1, 2, 82 Stat. 454; secs. 1, 2, 6, 28(a), 28(b), 28(c), 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 11, 18, 89 Stat. 117, 118, 119, 121, 155; 15 U.S.C. 78c, 78l, 78m, 78o(d), 78w(a)).
Statutory Authority for Amendments
The amendments to Forms 20, 20-K and 6-K and to Rules 13a-16 and 15d-16 are adopted pursuant to Sections 12, 13, 15(d) and 23(a) of the Exchange Act. The amendments to Rule 3a12-3 are adopted pursuant to Sections 3(a)(12), 12(b), 12(h), 13, 14, 15(d), and 23(a) of the Exchange Act.
By the Commission.
1Rule 3b-4 (17 CFR 240.3b-4) defines foreign private issuer as any foreign issuer other than a government.
2The Commission is also announcing amendments to Form S-16 (17 CFR 239.27) and publishing Guide 63. For a discussion of these amendments, see Securities Act Release No. 33-6156, and 33-6157 respectively.
3Exchange Act Release No. 34-13056 (December 10, 1976) (41 FR 36992, December 15, 1976) (the "1976 Release"). The public comments received in response to both releases are available for public inspection in File S7-661.
4These areas are: industry segment reporting, time of filing requirements, management remuneration and English translations of documents furnished with periodic reports.
5Securities Act Release No. 33-6156.
6The 1976 Release.
7The 1977 Release.
8The summary, discussed in this section, relates primarily to comments received in response to the specific proposals in the 1977 Release. See that release for a summary of the comments received on the 1976 Release.
9E.g. "Guidelines For Multinational Enterprises," (1976) and "Minimum Disclosure Rules Applicable To All Publicly Offered Securities," (1976).
10E.g. "The Fourth Directive On Annual Accounting," (1978); "The Sixth Directive On Publication Of Prospectus When Securities Are Admitted To Official Stock Exchange Quotation," (Proposed); "Seventh Directive On Group Accounts," (Proposed); and "The Eighth Directive Auditing Practices," (Proposed).
11Report of the Group of Experts of International Standards of Accounting and Reporting, UN Document E/C 10/33 (1977).
1217 CFR 210.3-18. This rule relates to the financial accounting and reporting for oil and gas producing activities.
13This information is perhaps most relevant in proxy solicitation. Most foreign issuers are exempt therefrom, however, by Rule 3a12-3.
14Exchange Act Release No. 34-8067 (April 28, 1967), 32 FR 7851 (May 30, 1967).
15Pub. L. 90-439, 82 Stat. 454-547 (15 U.S.C. 77m (d), (e), 78n(d), (e), (f)).
16However, the exemption from Section 14(f) of the Exchange Act is retained since that provisions is related to the proxy solicitation provisions of Section 14 from which these foreign issuers remain exempt.
17Release No. 34-16372.
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