NYSE Adopts Rule Change Requiring Listed Foreign Private Issuers to Submit Semiannual Unaudited Financial Information to the SEC on Form 6-K
March 24, 2016 — On February 19, 2016, the SEC issued a release1 providing notice of filing and immediate effectiveness of a proposed rule change (the “rule”)2 of the New York Stock Exchange (NYSE) related to financial reporting by foreign private issuers (FPIs). The rule amends the NYSE Listed Company Manual (the “Manual”) to adopt a requirement that NYSE-listed FPIs submit to the SEC a Form 6-K that includes semiannual unaudited financial information. Specifically, the SEC’s release indicates that the NYSE has added a new Section 203.03 to the Manual to “provide that each listed [FPI] must, at a minimum, submit to the 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” no later than six months after the issuer’s second fiscal quarter. This requirement is effective for fiscal years beginning on or after July 1, 2015. On the basis of this effective date, an affected issuer with a June 30, 2015, year-end would have to furnish semiannual interim financial information on Form 6-K for the period ended December 31, 2015, by June 30, 2016.
The rule further amends the Manual to add that a failure to file a Form 6-K containing the semiannual interim information required by Section 203.03, as discussed above, would constitute a filing delinquency under Section 802.01E of the Manual.
The SEC’s release indicates that many FPIs already provide this information on Form 6-K, and Nasdaq-listed issuers are already required to comply with a similar rule. The NYSE’s rule change would “ensure that the practice is uniform.”
SEC Release No. 34-77198, “Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the NYSE Listed Company Manual to Adopt a Requirement That Listed Foreign Private Issuers Must, at a Minimum, Submit a Form 6-K to the Securities and Exchange Commission Containing Semi-Annual Unaudited Financial Information.”
Although the SEC has designated the proposed rule change immediately effective upon filing, the SEC could suspend the rule change during the 60-day comment period if it believes that such action is in the best interest of investors or the public.