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SEC Floats Changes to Rules for Foreign Company Reports
By JUDITH BURNS (Dow Jones Newswires)

Feb. 14, 2008 (Associated Press) WASHINGTON - The Securities and Exchange Commission voted unanimously Wednesday to seek comment on changes that would give U.S. investors easier and quicker access to information on some foreign companies that sell securities in the United States.



Under the proposal, eligible foreign companies would file annual reports electronically, rather than on paper, giving investors ready access to them through the Internet. Results also would be filed sooner: Foreign firms now have six months after their fiscal year ends to supply reports, but the SEC proposed that be cut to three months for larger foreign firms and four months for smaller ones.

SEC Chairman Christopher Cox called the proposed changes "long overdue," and predicted they would benefit U.S. investors and non-U.S. companies alike.

Foreign firms now may file pared-down annual reports on paper to the SEC provided they have no more than 300 shareholders in the United States, a level that must be checked continuously. The SEC proposed scrapping that approach and shifting to an annual test based on relative trading volume, similar to the standard it adopted last year for non-U.S. firms seeking to leave U.S. markets.

As proposed, foreign firms would qualify for an exemption that relieves them of having to provide the same disclosure as U.S. companies if the average daily trading volume in their stock in the United States in the most recent fiscal year doesn't exceed 20 percent of trading volume worldwide. U.S. regulators suggested the measurement be made on the last business day of the company's second business quarter.

Non-U.S. firms that fail to qualify based on the trading-volume test would have to supply U.S. investors with the same information that U.S. companies offer, after a six-month transition period, the SEC said.

SEC Commissioner Kathleen Casey said the trading volume gauge is a much more rational way to measure the extent of U.S. investor interest in a foreign company, and SEC Commissioner Paul Atkins welcomed the idea of shortening the six-month deadline for filing annual reports, suggesting it might have been set when documents were shipped from Europe to the United States on an ocean liner. While the three-month deadline would be shorter than the four-month lag now in place for companies in European Union member countries, SEC officials noted that U.S. companies already supply annual results faster, within two to three months after the end of their fiscal year.

The SEC's proposal calls for eligible foreign companies to post their results sooner, either on their Web site or through an electronic database that is available to investors using the Internet, such as the SEC's Edgar system.

Copyright 2008 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.

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