Form 20-F Emergency Justification

M E M O R A N D U M

To

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Dominic Mancini
Office of Information and Regulatory Affairs
Office of Management and Budget
Digitally signed by DAVID

From :

Re

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BOTTOM
David L. Bottom DAVID BOTTOM Date: 2023.06.22 18:00:57 -04'00'
Office of Information Technology
Securities and Exchange Commission

Emergency Consideration for OMB 3235-0063 and 3235-0288

The Division of Corporation Finance is requesting emergency consideration for OMB Control
Nos. 3235-0063 and 3235-0288 in connection with Release No. 34-91364 (“Holding Foreign
Companies Accountable Act Disclosure” interim final rule release). On December 18, 2020,
Congress enacted the Holding Foreign Companies Accountable Act (HFCAA). Section 2 of the
HFCAA required Commission to adopt rulemaking within 90 days of the date of enactment in
order to “establish the manner and form in which a covered issuer shall make a submission
required under paragraph (2)(B).” Furthermore, Section 3 of the HFCAA requires certain
disclosure in annual reports from issuers covered by the HFCAA. The Commission’s final rules
included amendments to Form 10-K and Form 20-F to clarify such issuers’ obligations under the
HFCAA. The amendments conformed these forms to the requirements of the HFCAA. In light of
the statutory requirement that the rule be adopted within 90 days of the HFCAA’s enactment and
because the amendments reflect the disclosure requirements in Section 3 of the Act, the
Commission found that notice and public comment were impracticable and unnecessary.
Accordingly, the Commission adopted final rules without previously proposing the amendments.
Additionally, as previously discussed with OMB, the Division of Corporation Finance
administers several information collections that are often affected by multiple rulemakings at the
same time, including the forms affected by this release. The Division is meticulously working
through our backlog of both adopting and proposing releases to submit our rulemaking PRA
information collection submissions to OMB in a timely manner. Accordingly, while the
rulemaking relates to a December 2020 statutory amendment that required action in early 2021,
we have been unable to submit for formal review the PRA changes for the affected forms until
this time. These information collections were, however, submitted to OMB for informal review
on June 9, 2021, and received no comment at that time. Also, there were no comments received
from the public regarding the PRA.
Thank you for considering this request.