SEC Amends Reporting, Registration and Business Combination Rules for Foreign Private Issuers


On August 27, 2008, the SEC announced that it had adopted three sets of rule amendments relating to foreign

private issuers (“FPIs”).1 These new rules are based on proposals that the SEC issued earlier this year.2

The rule changes address:

· the periodic reporting obligations of FPIs;

· the availability of the exemption from registration provided by Rule 12g3-2(b) under the Securities

Exchange Act of 1934 (the “Exchange Act”); and

· the SEC’s exemptions relating to cross-border transactions.

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 for U.S. investors to participate in international tender offers and other

business combinations.

The SEC will shortly release the full text of the new rules. This client alert is based upon the SEC’s press release, and the oral remarks made at the SEC’s open meeting at which the amendments were approved. We will issue a more detailed client alert regarding the proposed amendments after the SEC has released the full text of the new rules.

Please see full legal article for more information.

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