The International Swaps and Derivatives Association (ISDA) welcomes two new SEC rulings on financial statement reconciliation requirements by foreign issuers and on non-public offerings of securities.
On 15 Nov., the U.S. Securities and Exchange Commission (SEC) unanimously approved amendments to it rules allowing a foreign private issuer to file financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB) without reconciliation to U.S. GAAP. When effective, this ruling will apply for fiscal years ending after 15 November, 2007.
The ruling followed the SEC’s proposal issued in July. Publishing two sets of financial statements results in a significant burden for ISDA members who are foreign private issuers and can create uncertainty among investors with regard to which financial information to use to assess an issuer’s operating results.
In September, ISDA wrote to the SEC supporting the proposals, agreeing that the burden of meeting the additional disclosure requirements can act as a deterrent to listing in the U.S. ISDA supported the SEC in recognising that the financial information provided by IFRS is adequate for investors even if it is not always the same as the information provided under U.S. GAAP.
In a separate rulemaking, the SEC voted to adopt changes to Rules 144 and 145 of the Securities Act of 1933. These provisions address the non-public offering of securities, and provide exemptions from most of the registration and reporting requirements of the securities laws. ISDA and other trade associations supported the SEC’s original proposal, but strongly cautioned the Commission against requiring tolling of the holding period for restricted securities during those times in which the security owner had a hedged position, such as via an equity swap.
The SEC agreed that tolling would be complicated and costly, without any clear evidence that hedging posed potential for abuse. The SEC’s final rule shortens the holding period for restricted securities of public issuers to six months.