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The checklist summarizes the non-financial disclosures required by Forms F-1, F-2, F-3 and Form 20-F, when used either as a registration statement or an annual report. Issuers eligible to use Form F-2 and Form F-3 are generally permitted to incorporate much of this non-financial information by reference to the issuer's annual report on Form 20-F. Note that, whether or not prescribed by any form, all material information must be presented. The checklist is only a summary of certain key provisions. Please refer to the relevant form for the full text of the disclosure requirements.

The article presents information on International Financial law for institutional investors.. Exchange Act Section 12(a) prohibits transactions on U.S. national securities exchanges with respect to unregistered securities, while Section 12(b) sets out the requirement for that registration. Technically, Nasdaq is not a "national securities exchange" and the requirements of Sections 12(a) and 12(b) accordingly do not apply to securities quoted on Nasdaq. Nasdaq rules, however, require a foreign private issuer to register securities under Exchange Act Section 12(g) prior to quotation.

As a general matter, there is no duty under the U.S federal securities laws to disclose material information unless an applicable rule or regulation specifically requires disclosure. Once an issuer chooses to disclose information to investors or the public, it must do so completely and accurately, sup529 and may not make selective disclosure, such as to favoured investors. In order to minimize potential liability in connection with statements to research analysts and investors, generally recommend the following guidelines to issuers.

The article summarize the financial statement requirements that apply when a foreign private issuer offers securities to the public in the U.S., list its securities for trading in the U.S. or files a US annual report. The annual audited and interim unaudited financial statements of a foreign private issuer included in a registration statement or an annual report may be prepared using either U.S. Gaap, IAS or local Gaap. If a foreign private issuer prepares its primary financial statements in accordance with U.S. Gaap, it may present the five years of selected financial information under local Gaap or IAS without reconciliation.

The article presents information on Registered transactions under the Securities Act. The three stages of registration under the Securities Act are described. The waiting period— from the time the registration statement is filed until it is declared effective. The pre-filing or quiet period begins when an issuer decides to make a public offering usually by retaining an investment bank or banks to undertake the offering and ends when the registration statement relating to the offering is first filed publicly with the SEC.

A foreign private issuer becomes exposed to liability under the U.S. federal securities laws in a variety of ways when it offers or lists its securities in the U.S.. The article summarize the key areas of liability. Section 5 of the Securities Act effectively requires every U.S. offer and sale of securities to be either registered with the SEC or made pursuant to an available exemption from registration. The terms "offer" and "sale" in the Securities Act are broadly construed. The various anti-fraud provisions of the Securities Act and the Exchange Act discussed below impose liability for material misstatements or omissions in connection with an offer or sale of securities.

The article summarize the key provisions of the Sarbanes-Oxley Act and the SEC's rules under the Act that are relevant to foreign private issuers. The Sarbanes-Oxley Act applies to all issuers — including foreign private issuers — that have registered securities under the Exchange Act; are required to file reports under Section 15(d) of the Exchange Act; or have filed a registration statement under the Securities Act that has not yet become effective. A foreign private issuer that has not sold securities to the public in the U.S. or that is exempt from Exchange Act registration by virtue of Exchange Act Rule 12g3-2(b) is not subject to the requirements of the Sarbanes-Oxley Act.

The two principal federal securities statutes in the U.S. are the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934. Securities Act governs the offer and sale of securities in the U.S., while the Exchange Act regulates the trading of securities on the U.S. national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, ongoing periodic and annual reporting, and tender and exchange offers. Registered transactions trigger the wide-ranging provisions of the U.S. Sarbanes-Oxley Act of 2002.

The process of registering a securities transaction requires a foreign private issuer to meet specific disclosure and financial statement requirements and to undergo the SEC review process. Regulation sets out the conditions under which an offering outside the U.S. may be made without registration under the Securities Act. An offshore transaction is defined as an offer which is not made to a person in the U.S. and either at the time the buy order is originated, the buyer is outside the U.S. or the seller reasonably believes that the buyer is outside of the U.S. Securities Act Rule 903 provides a safe harbour for issuers, distributors.

A foreign private issuer commences the registration process by submitting a registration statement on the applicable form to the SEC staff. When the issuer initially submits the registration statement to the SEC, the registration statement is assigned to an examiner and a member of the SEC's accounting staff for review. The examiner will provide comments regarding compliance with prescribed disclosure requirements and will often: (i) make requests for additional, clearer or more concise disclosure. The SEC's accounting staff will comment on the financial statements and other financial information required by or included in the registration statement.

The article presents information on the New York Stock Exchange (NYSE) quantitative listing standards. Under the NYSE's listing standards, a foreign private issuer may use either the NYSE's domestic listing criteria or its alternative listing standards which are specifically designed for foreign private issuers with a liquid market for their securities outside the U.S. Under the general domestic listing standards for U.S. companies, an issuer must meet the minimum distribution and size requirements.

The article presents information on effective dates for certain Sarbanes-Oxley sections and related SEC rulemaking in the U.S..

The U.S. Investment Company Act and the SEC's rules and regulations thereunder establish a comprehensive set of registration and reporting requirements for investment companies. The Investment Company Act's definition of" investment company" is broad. The Investment Company Act prohibits unregistered non-U.S. investment companies from issuing securities to the public in the U.S.. As with the Investment Company Act, a foreign private issuer should consult with US tax counsel at an early stage of a proposed securities offering to determine if the issuer may be considered a PFIC, and if so what steps need to be taken.

The article provides information on recent developments in the US federal securities laws.