As foreign private issuers (“FPIs”) prepare their annual reports on Form 20-F for calendar year 2024 (“2024 Form 20-F”), they should consider recent changes to the disclosure rules of the U.S. Securities and Exchange Commission (“SEC”) and the implications of certain recent developments in SEC enforcement activity and rulemaking. This memo generally assumes a fiscal year-end of December 31. Registrants with other fiscal year-ends should confirm applicable compliance dates.
Our client alert released on December 9, 2024 (the “S&C December Alert”) summarizes several of the key changes to SEC rules that will affect annual report filings this upcoming reporting season. In this memorandum, we expand on those points to address key disclosure considerations for Form 20-F filings, in particular, and set out key reminders for FPIs heading into the 2025 reporting season.