U.S. Securities Offerings and Exchange Listing by Foreign Private Issuers

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In This Issue:

Introduction; Securities Act; Exchange Act; Foreign Private Issue Status; Listing on a U.S. Securities Exchange; Exhibits; and Index of Defined Terms.

Excerpt from Introduction -

Foreign companies frequently seek to raise capital in the U.S. and/or become listed for trading on a U.S. securities exchange. Beyond access to the U.S. capital markets, a foreign issuer can gain publicity and prestige by becoming a public company in the U.S. Doing so requires complying with U.S. securities laws and exchange rules, but a number of exemptions exist that make such compliance significantly easier for companies that qualify as a “foreign private issuer.”

The two primary sources of U.S. securities law are the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with the regulations promulgated under each by the Securities and Exchange Commission (the “SEC”). In general terms, the Securities Act governs the offer and sale of securities in the U.S. and the Exchange Act regulates the trading of securities on securities exchanges and ongoing periodic reporting.

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