Foreign Private Issuer Stats and Other Odds and Ends from Last Week

Today the Securities and Exchange Commission released its updated list of registered and reporting foreign private issuers for the year ended December 31, 2010.  Of the 970 issuers accounted for approximately:

• 35.8%, or 347 issuers, were organized in Canada;

• 12.9%, or 125 issuers, were organized in the Cayman Islands;

• 7.6%, or 74 issuers, were organized in Israel; and

• 5.0%, or 49 issuers, were organized in the British Virgin Islands;

The remaining 38.7 % of issuers were organized in 47 different countries.

Most foreign private issuers, 46.5% of them, were listed on the NYSE/Amex/Arca markets, 27.1% were listed on the Nasdaq markets and the remaining 26.4% were quoted in the over the counter markets.

A few other odds and ends that I didn’t have a chance to get to last week:

Regulatory Review and Comment

On January 18, 2011 President Obama issued Executive Order 13563 – Improving Regulation and Regulatory Review to supplement and reaffirm Executive Order 12866 – Regulatory Planning and Review, which was issued by President Clinton on September 30, 1993, and which generally requires regulatory agencies to:

• only propose or adopt regulations where the benefits would justify the costs;

• tailor regulations so that they impose the smallest burden on society, while remaining consistent with regulatory objectives;

• select regulatory approaches that maximize net benefits;

• specify, to the extent possible, performance objectives rather than behaviors or manners of compliance that regulated entities must adopt; and

• identify and assess available alternatives to direct regulation.

Neither of the Executive Orders apply to independent regulatory agencies, like the Securities and Exchange Commission, however, the Commission, given that it subscribes to many of the practices and principles outlined in the Executive Orders, has established a website to seek public comment “on modifying, streamlining, expanding or repealing … existing rules to better promote economic growth, innovation, competitiveness and job creation while still achieving … mandates to protect investors and maintain fair, orderly and efficient markets.”  The Commission is particularly interested in comments that pertain to smaller reporting companies and non-Exchange Act reporting companies that raise capital in the private markets.

Thus far there are three categories to comment on:

• regulations and exemptions related to the offer and sale of securities;

• disclosure and reporting requirements; and

• other suggestions for updating rules to promote economic growth.

Only half a dozen comments have been submitted, four of which in some way address the effects of XBRL compliance on smaller reporting companies.

On the Accounting Front

On Monday Financial Reporting Executive Committee (FinREC) of the American Institute of CPAs (AICPA) released a working draft of the latest version of its practice guide: Valuation of Privately Held Company Equity Securities Issued as Compensation, which was first published in 2004.  The Journal of Accountancy has a nice summary of some of the more significant changes, which include revisions to FinREC’s guidance on, and illustrative examples of, MD&A disclosure in an IPO registration statement.

And on Friday the Securities and Exchange Commission, Division of Corporation Finance, updated its Financial Reporting Manual to address issues related to combined periodic reporting, income averaging, accountant changes and foreign private issuer financial statements, among other things.  As Broc Romanek notes over at the Corporate Counsel, lately the Commission has been making incremental updates to the Manual on a more frequent basis.

Auditing the SEC

Finally, the Office of Inspector General within the Securities and Exchange Commission released two audit reports last week, one addressing the Commission’s Budget Execution Cycle and the other its Implementation of and Compliance with Homeland Security Presidential Directive 12.