Excerpt from Current Issues and Rulemaking Projects Outline Quarterly Update (March 31, 2001)
Confidential Processing of Foreign Issuer Filings
Filings by public companies are generally available to the public, including filings of amendments to remedy disclosure deficiencies identified by staff reviewers. The Division of Corporation Finance staff recognizes that foreign private issuers and foreign governments often face unique circumstances when accessing the US markets. This is particularly true when a foreign registrant's securities trade publicly in its home market, and the company will be making new and different disclosure as a result of its registration with the SEC.
To address these concerns, the staff often reviews and screens draft submissions of foreign registrants on a non-public basis. The staff, however, is revising its practice in this area. The staff generally will continue to accept on a draft basis registration statements in connection with an issuer's initial registration with the SEC. Except in unusual circumstances, however, once a foreign issuer has registered a transaction under the Securities Act or a class of securities under the Exchange Act, the staff will no longer accept from that issuer additional registration statements on a draft basis and will not review or screen a registration statement until it is publicly filed.
The timing and scope of staff review of draft registration statements is generally the same as for publicly filed registration statements. Foreign issuers are reminded that, when draft registration statements are submitted to the staff, the documents should be complete, as described in "International Financial Reporting and Disclosure Issues," available on the SEC's website. The Division's Office of International Corporate Finance should be contacted in advance of any draft submission.