Are You a Foreign Private Issuer?

As part of its long-standing policy to encourage foreign companies to access the U.S. capital markets, the United States Securities and Exchange Commission (SEC) historically has made significant regulatory accommodations to foreign companies that qualify as “foreign private issuers,“ also known as “FPIs“. However, not every company organized outside the United States is a foreign private issuer. Rather, the U.S. securities laws distinguish between foreign companies that are truly foreign in nature and foreign companies that are so closely associated with the United States that policy considerations dictate that they should be subject to the same registration and disclosure requirements applicable to domestic U.S. companies. Given the significant accommodations afforded to foreign private issuers under U.S. securities laws, it is critical that companies be able to evaluate with precision their status.

The table below summarizes the FPI definition, associated determination dates and certain accommodations afforded to foreign private issuers.

Please see full memorandum below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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