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Reminders for Foreign Private Issuers for the 2017 Annual Reporting Season

Executive Summary

This memorandum outlines certain considerations for foreign private issuers (FPIs) in preparation for the 2017 annual reporting season. Part I of this memorandum discusses new developments and practical action items for the 2017 reporting season and Part II includes a discussion of expected regulatory developments and pending rulemaking initiatives.



Part I. New Considerations and Action Items for the 2017 Reporting Season

  1. Disclosure Considerations
    • Presentation of Non-GAAP Financial Information
    • Nasdaq's "Golden Leash" Rule
    • Possible Updates to Risk Factor Disclosures
    • Cybersecurity: Risk Management and Related Disclosures
    • Audit Committee Disclosures
    • XBRL Updates
    • "Tandy Letter" Representations No Longer Required
    • NYSE Rule 203.03 Requiring FPIs to Provide Semi-Annual Unaudited Financial Information
  2. Regulatory Guidance
    • New SEC Guidance Relating to FPI status and Certain Filing and Exchange Act Registration Requirements
    • NYSE Section 203.01 Guidance for Listed FPIs
  3. ISS and Glass Lewis Proxy Voting Guidelines

Part II. Future Rulemaking, Looking Ahead

  1. Dodd-Frank Compensation Clawback Rule
  2. Specialized Disclosure
    • New Disclosure Requirements for Resource Extraction Issuers
    • Conflict Minerals Disclosure Rules
    • Mining Disclosure Rules
  3. Proposed Changes to Definition of Smaller Reporting Company (SRC)


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