What is a foreign private issuer under SEC rules? A foreign private issuer is a non-US company that meets the SEC’s Rule 405 / Rule 3b-4 tests — 50% or less of voting securities held by US residents, or, if more, none of the US-contacts factors triggered. FPIs use Form 20-F and Form F-1, may…
What is the SEC’s proposed filer status overhaul? On May 19, 2026, the SEC proposed collapsing public-company reporting into two categories — large accelerated filers (LAFs) and nonaccelerated filers (NAFs) — raising the LAF public float threshold to $2 billion and exempting NAFs from ICFR auditor attestation. If you advise public companies, the SEC filer…
When does an SEC registrant have to file financial statements for a business it acquired? Under SEC Regulation S-X Rule 3-05, a registrant (including a company doing an IPO) must file separate pre-acquisition financial statements of a “significant” acquired or to-be-acquired business — with a parallel rule (3-14) for significant real estate operations. Significance is…
