Raising Capital Overseas
More and more companies are trying to raise capital by listing their securities for sale on foreign exchanges. However, the way financial statements are prepared varies from one country to the next. U.S. companies looking to raise capital abroad must consider the myriad rules regarding financial statement presentation just as foreign companies listing stock in the United States must adhere to the rules and regulations of the Securities and Exchange Commission. Daimler-Benz was the first German company to list its stock on the New York Stock Exchange, but it most definitely will not be the last. However, the price of listing in the United States was not cheap--because German accounting standards and U.S. generally accepted accounting principles differ in significant ways, Daimler-Benz had to incur the costs of preparing two separate sets of financial statements. Similarly, the costs of reconciling U.S. accounting standards to adhere to foreign standards also can be high, so it is important that U.S. companies know the questions they will face when going global: Will financial statements prepared in accordance with U.S. GAAP be accepted in the foreign exchange? Are additional disclosures required? Will a reconciliation to local accounting standards suffice? What if a U.S. company prepares its financial statements in accordance with the International Accounting Standards Committee's international accounting standards (IASs)? (See box, page 34, on the timetable for international accounting standards.) To answer these questions, we conducted a survey of stock exchanges and regulatory authorities in 13 countries that, along with the United States, represent over 90% of the turnover and market value of the worldwide equity markets. Paul Guy, former secretary general of the International Organization of Securities Commissions (IOSCO), assisted with the survey. The representatives polled were asked to respond under an assumption that a U.S. public company was considering registering its common stock for sale, that it had been a U.S. registrant for a number of years and that its performance had been widely followed by financial analysts. The following is an overview of the responses. Argentina. In general, the National Securities Commission regulations provide that listing documents of foreign issuers fulfill the same requirements that are applicable to Argentine issuers. However, the commission can accept, on a case-by-case basis, financial statements of foreign issuers prepared on the same basis as those filed in their home jurisdictions. This suggests that a U.S. public company's financial statements prepared in accordance with U.S. GAAP may be accepted. If they are, the commission may require additional disclosures. Australia. The Australian Stock Exchange Limited (ASX) accepts foreign companies that have financial statements prepared in accordance with Australian accounting standards. It is likely that a U.S. public company would be exempt from this requirement and its financial statements prepared in accordance with U.S. GAAP would be accepted for listing. Even if U.S. public companies do not qualify as exempt foreign companies, the response suggests that U.S. GAAP financial statements would be accepted in most cases. Belgium. The provisions of a royal decree require that financial statements included in Belgian stock exchange listing documents comply with two European Union (EU) directives. Directive no. 4 contains rules for the preparation, audit and publication of financial statements of companies domiciled in EU member countries, and Directive no. 7 is a companion directive that contains requirements for consolidated financial statements. Canada. The Ontario Securities Commission National Policy Statement no. 45, Multijurisdictional Disclosure System, established a joint initiative with the SEC to ease the burden of cross-border securities filings by establishing a multijurisdictional disclosure system (MJDS). …