Under a recently adopted amendment to its Listed Company
Manual, the New York Stock Exchange (NYSE) requires each
listed foreign private issuer to, at a minimum, submit to the U.S.
Securities and Exchange Commission (SEC) a Form 6-K that includes
(i) an interim balance sheet as of the end of its second fiscal
quarter and (ii) a semi-annual income statement that covers its
first two fiscal quarters. This Form 6-K must be submitted no later
than six months after the end of the company's second fiscal
quarter and applies to any fiscal year commencing on or after July
1, 2015. The financial information included in the Form 6-K must be
presented in English, but does not have to be reconciled to U.S.
In adopting this rule change, the NYSE framed its new section
203.03 as essential to investor protection and a critical update to
the prior rule, which mandated only annual financial disclosure.
The NYSE also noted that this standard is not as burdensome as
requirements already imposed upon domestic issuers, which are
required by SEC rules to file Form 10-Q, a quarterly report
containing unaudited financial information, within a specified
period after the end of each of the company's first, second and
third fiscal quarters. The NYSE acknowledged that financial
reporting practices in other countries may differ from those in the
United States and that not all foreign companies issue interim
financial information on a quarterly basis. However, almost all
listed foreign private issuers issue interim financial information
on at least a semi-annual basis.1 The NYSE rule change
is also consistent with existing rules for foreign private issuers
listed on NASDAQ, as NASDAQ Listing Rule 5250(c)(2) requires each
NASDAQ-listed foreign private issuer to furnish a Form 6-K to the
SEC with an interim balance sheet and income statement as of the
end of the foreign private issuer's second quarter.
Under the existing instructions to Form 6-K, a foreign private
issuer must furnish to the SEC whatever information, not required
to be furnished on Form 40-F or not previously furnished, it (i)
makes or is required to make public pursuant to the law of the
jurisdiction of its domicile or in which it is incorporated or
organized; or (ii) files or is required to file with a stock
exchange on which its securities are traded and which was made
public by that exchange; or (iii) distributes or is required to
distribute to its securityholders. Accordingly, many issuers
(including Canadian issuers who are required by home country
practice to file quarterly financial statements) already furnish
financial statements to the SEC on Form 6-K more frequently than
In addition, the NYSE made a corresponding change to section
802.01E of its Listed Company Manual to subject listed
foreign private issuers that have not timely filed the required
Form 6-K to the same compliance procedures as are applied to listed
companies that are late in filing their annual report or Form 10-Q.
Failure to file the required Form 6-K within the period specified
by proposed section 203.03 constitutes a Late Filing Delinquency
under section 802.01E. As with any other Late Filing Delinquency
under that rule, a company that delays filing its Form 6-K will
have an initial six-month compliance period (subject to extension
at NYSE's discretion) within which to file the Form 6-K and any
subsequently due filing. Any company that fails to meet its filing
obligations within the compliance periods provided under the rule
will be subject to delisting.
1 NYSE also amended section 103.00 of the Listed
Company Manual to clarify that, notwithstanding the provision
in that section that allows listed foreign private issuers to
follow home country practice in lieu of complying with the
NYSE's interim reporting requirements applicable to domestic
companies, all listed foreign private issuers will be required to
disclose interim financial information on Form 6-K on a semi-annual
basis in compliance with proposed section 203.03.
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guide to the subject matter. Specialist advice should be sought
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