Aug 03, 2023

Navigating the Linguistic Challenges in U.S. Securities Offerings: the Importance of Accurate Translations for Foreign Companies

Uncategorized By Patrick Costello
keyboard with translate button

Foreign companies seeking access to the U.S. capital markets often face a significant hurdle: effectively describing their business, operations, and governance matters to an English-speaking audience. The complexities of translating from one language to another give rise to linguistic, cultural, and contextual nuances that must be carefully navigated. Take, for instance, the challenges of translating Italian to English, where grammatical differences in sentence structure can lead to misunderstandings. Italian often omits the subject of a sentence, relying on verb conjugation, which contrasts with English norms. Additionally, idioms and colloquial phrases, inherently language-specific, do not readily translate.

To ensure a successful U.S. securities offering, foreign companies must obtain accurate and comprehensive translations of documents pivotal to understanding their business. By obtaining such translations, U.S. securities counsel can more effectively grasp and describe the crucial aspects of their business in offering documents.

Moreover, foreign companies must also file translations of specific material documents as exhibits to their registration statements. Obtaining these translated documents well in advance is crucial to facilitate a seamless offering process. When filing translated legal documents, the U.S. Securities and Exchange Commission (SEC) mandates accuracy, completeness, and qualification of the translator.

While there isn’t a specific certification level required, selecting a translator experienced in the legal and financial fields who possesses a deep understanding of the terminology used in the documents is imperative. Working with a translator holding certification from a reputable organization such as the American Translators Association (ATA) or a similar professional association is highly advisable.

Foreign companies may further consider obtaining a sworn or certified translation, which includes a signed statement from the translator affirming the accuracy and completeness of the translation. This additional step provides an added layer of assurance regarding the translation’s quality and can be particularly helpful if the SEC questions the accuracy and requests a replacement.

To ensure compliance with all requirements and obtain tailored advice, it is prudent to consult with a law firm experienced in SEC filings by foreign companies, such as Bevilacqua PLLC. Our expertise will ensure your documents meet the necessary standards, and we can provide guidance specific to your situation. For more information about accessing U.S. capital markets, please contact Patrick G. Costello at or (202) 869-0888 (ext. 130). You can also contact us at our general information email,