Seminar  Workshop

Form 20-F In-Depth Workshop 2018


Why You Should Attend
In this Workshop designed for lawyers and financial reporting professionals, our experienced Workshop leaders will use interactive lectures and examples to give participants the foundational knowledge and practical experience necessary to prepare and review the SEC’s Foreign Private Issuer periodic and current reporting forms, including the 20-F Annual Report and Form 6-K. Participants will build an understanding of the structure and use of the SEC’s guidance and knowledge of the key disclosure issues in the SEC’s periodic and current reports. 

What You Will Learn

  • Master Forms 20-F and 6-K
  • Use all the important sources of SEC reporting rules and guidance
  • Understand special SEC reporting issues for foreign private issuers, including MJDS registrants
  • Write an effective Operating and Financial Review and Prospects (MD&A)
  • Work with the SEC staff and understand their hot-button issues for Foreign Private Issuers, including frequent comment areas such as non-GAAP measures, revenue recognition and segments
  • Understand key issues for Foreign Private Issuers in the SEC’s domestic registrant system (Forms 10-K, 10-Q and 8-K) 

What You Should Bring
To customize your Workshop and gain the most benefit from this interactive learning experience, we recommend you bring your company’s or a client’s most recent Form 20-F. If you work with a company that is not yet public, filings from a company in your industry are a reasonable alternative

Who Should Attend
This Workshop is geared to beginners or as a refresher for lawyers and financial reporting professionals.  CFOs, controllers and their staff, internal auditors, partners of public accounting firms and their staff, attorneys, general counsel, in-house counsel, corporate legal staff, investor relations professionals, and others involved in the preparation of SEC filings will take away valuable practical information and skills necessary to succeed in the current SEC reporting environment

Prerequisites:
None


Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Day One: 9:00 a.m. - 5:00 p.m.

9:00 Overview of the SEC's Requirements

  • The 1933 and 1934 Acts – registration vs. periodic reporting
  • Forms 20-F and 6-K – who files and when, how and why
  • Administrative requirements; special aspects of EDGAR (electronic) filings
  • The SEC's integrated disclosure system – Form 20-F instructions and Regulations S-K and S-X
  • XBRL requirements
  • SEC reporting rules and guidance
  • Researching SEC problems; building an SEC reference library


11:00 Networking Break

11:15 Working with the SEC Staff

  • The structure of the Division of Corporation Finance and its international office
  • Effective ways for non-US companies to deal with the SEC staff: who to contact and when to seek SEC advice
  • The role of the Office of the Chief Accountant
  • SEC comment process – what to expect and how to respond
  • SEC enforcement process – pitfalls to avoid


12:00 Networking Luncheon

12:30 Drafting Your Annual Report on Form 20-F

  • Eligibility requirements; definition of a foreign private issuer
  • Determining required Items
  • Deadlines and administrative issues
  • CEO and CFO Certification requirements
  • Item 15 – Controls and Procedures
  • When annual reporting begins and when it can terminate
  • Form 12b-25 for extensions of the due date
  • Item 3 – Key Information
    • Selected financial data (the "five year summary") and disclosures
    • Foreign currency exchange rate information
    • Risk factors specific to the company and the industry
  • Item 4 – Information on the Company and Item 4A – Unresolved Staff Comments
    • History and development of the company; significant events during the current year
    • Capital expenditures and divestitures – a three year history
    • Business overview: description of operations; revenues by category of activity and by geographic area
    • Organizational structure of the company
    • Property, plant and equipment disclosures Specialized industry information


2:30 Networking Break

2:45 Item 5 – Operating and Financial Review and Prospects (MD&A)

  • The SEC's ever-increasing focus on the importance of the Operating and Financial Review
  • FR 72
    • Adding an executive level overview
    • Expanding the liquidity and capital resources discussion
    • Quantifying your critical accounting estimate discussion
  • Items to be included in discussing liquidity, capital resources and results of operations
  • Required disclosures by category of activity (segment) or other business components
  • Effect on discussion of known trends, demands, events, commitments and uncertainties
  • Applicability of the probability/materiality test to the known uncertainty
  • SEC's non-GAAP measures rule: Regulation G and 20-F guidance
  • Lessons from Caterpillar, Sony and other enforcement actions
  • SEC’s current areas of emphasis
  • Use of cautionary language under the U.S. Private Securities Litigation Reform Act
5:00 Adjourn

Day Two: 8:30 a.m. - 4:00 p.m.

8:30 Item 5 – Operating and Financial Review and Prospects (MD&A) (continued)

10:00 Networking Break

10:15 Management, Shareholder and Related Disclosures

  • Item 6 - Directors, Senior Management and Employees
    • Identification of directors and senior management
    • Compensation paid: bonus or profit-sharing arrangements, pension provisions,stock options granted
    • Stock and stock option ownership
    • Board of director information; audit and compensation committees
    • Employee information – a three year history
  • Item 7 - Major Shareholders and Related Party Transactions
    • Stock ownership by controlling and principal shareholders
    • Information on U.S. portion of outstanding stock: percentage held and number of holders
    • Transactions with and indebtedness from related parties
  • Item 8 – Financial Information
    • Financial statement requirements
    • Audit and auditor report requirements
    • Export sales disclosures
    • Legal proceedings – both historical and outstanding
    • Significant changes subsequent to year-end
  • Item 9 – The Offer and Listing
    • Identification of stock exchanges and other regulated markets: U.S. and other countries
    • oU.S. trading prices and principal markets outside the U.S.
  • Item 10 – Additional Information
    • Provisions of the company's articles of incorporation and bylaws
    • Material contracts during the last two years
    • Governmentally imposed exchange controls and other limitations on security holders rights
    • Tax provisions of the registrant's home country affecting U.S. security holders
  • Item 11 – Quantitative and Qualitative Disclosures About Market Risk
    • Segregation of market risk sensitive instruments: trading vs. non-trading
    • Quantitative information: choice of tabular presentation, sensitivity analysis or value at risk disclosure
    • Comparative disclosures: impact of change in method of presentation
    • Qualitative information: description of market risk exposures and how they are managed
    • Encouraged disclosures: disclosure limitations
  • Item 12 – Description of Securities Other than Equity Securities
    • Fees and related information about ADR’s
  • Items 13 and 14 – Defaults, Dividend Arrearages and Delinquencies; Material Modifications to the Rights of Security Holders and Use of Proceeds
    • Debt defaults and preferred stock dividend arrearages
    • Changes in or limitations on the rights of security holders
    • Reporting the use of proceeds of an initial public offering
  • Item 16 – The Governance Disclosures
    • 16A – Audit Committee financial expert disclosures
    • 16B – Code of ethics disclosures
    • 16C – Principal accountant fees and services disclosures
    • 16D – Exemptions from Listing Standards for Audit Committees
    • 16E – Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    • 16F – Changes in Registrant’s Certifying Accountant
    • 16G – Corporate Governance
    • 16H – Mine Safety Disclosures
    • Specific requirements and instructions for each disclosure


12:00 Networking Luncheon

12:30 Management, Shareholder and Related Disclosures (continued)

1:30 Control and Financial Statement Requirements

  • Item 15 – Controls and Procedures
    • Reporting on disclosure controls
    • Building and documenting disclosure controls
    • Required reporting in internal control over financial reporting
  • Items 17, 18 and 19 – Financial Statements and Exhibits
    • Required financial statements
    • Other items to be included: financial statement schedules and other financial information
    • Using “As Adopted IFRS” and SEC comments to date on the use of IFRS
    • Reconciliation of financial statements to U.S. GAAP – requirements and exceptions
    • Reporting currency requirements – convenience translations
    • Unique presentation and disclosure requirements prescribed by Regulation S-X for Item 18 financial statements
    • SEC watch areas in accounting
    • S-X Rule 3-05 for acquired businesses in registration statements  
  • Form 6-K
    • When filing is required
    • What information is to be filed
    • Why many companies “voluntarily” file quarterly information


2:15 Networking Break

2:30 Control and Financial Statement Requirements (continued)

3:15 U.S. Company Reporting Rules Compared to Form 20-F Rules

  • Form S-1 vs. Form F-1
  • Form 10-K vs. Form 20-F
  • Form 10-Q
  • Form 8-K
  • Form 6-K
  • Forms 3, 4 and 5 for insiders
  • U.S. Proxy Rules
  • Short Swing Profit Rules
4:00 Adjourn

Instructor(s)
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

New York City Seminar Location

PLI New York Boardroom, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. Message Center, program days only: (212) 824-5733.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (at 48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute. You can also book online at https://gc.synxis.com/rez.aspx?Hotel=26750&Chain=10179&promo=PRLW.

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. You can also book online at https://reservations.millenniumhotels.com/ibe/index.aspxhotelid=13507&langid=1&rooms=1&adults=1&corp=practising.

Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Alaska:  All SEC Institute products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All SEC Institute products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Connecticut: Effective January 1, 2017, all SEC Institute products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Florida:  All SEC Institute products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Hawaii:  All SEC Institute products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Illinois:  All SEC Institute products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oregon:  All SEC Institute products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Texas:  All SEC Institute products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Virgin Islands:  All SEC Institute products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  SEC Institute’s workshops may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

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