SEC Amends the Rule 12g3-2(b) Exemption from Registration for Foreign Private Issuers


On September 5, 2008, the Securities and Exchange Commission (the ?SEC?) issued its final rule amendments

relating to the exemption from registration provided by Rule 12g3-2(b) under the Securities Exchange Act of 1934

(the ?Exchange Act?) for foreign private issuers (?FPIs?).1 These new rules are based on proposals that the SEC

issued earlier this year.2 The SEC stated that the new rules are intended to make it easier for U.S. investors to

obtain timely financial information with respect to FPIs, and to encourage FPIs to provide this information.

The amendments to the rule are significant. The amendments, among other things:

· eliminate the requirement to submit an application and other materials to the SEC in order to complywith the rule;

· require FPIs to electronically publish the applicable disclosure documents in order to comply with the rule; and

· require FPIs to maintain a listing on one or more non-U.S. securities exchanges.

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