SEC Liberalizes Rules for Deregistration of Foreign Private


SEC Liberalizes Rules for Deregistration of Foreign Private Issuers

On March 21, 2007, the Securities and Exchange Commission (the “SEC”) adopted amendments to the rules governing when a foreign private issuer[1] may deregister its securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These new rules significantly ease the deregistration process compared to both current rules and revised rules that the SEC proposed in December 2005. They are quite similar to re-proposed rules that the SEC published in December 2006, with some helpful technical

amendments and transitional relief.

Most notably, the new rules allow eligible foreign private issuers to use a new benchmark for deregistration

based on U.S. average daily trading volume (“ADTV”) relative to worldwide ADTV rather than on the number of

U.S. securityholders. Under the new rules, a foreign private issuer may deregister if, during the 12-month

period ending 60 days before filing for deregistration, its U.S. ADTV was 5% or less of its worldwide ADTV, regardless of the total number of U.S. residents holding its securities. The new rules also enable foreign private issuers to terminate, rather than merely suspend, their Exchange Act reporting obligations.

The adopting release for the new rules is expected by mid-April, and the new rules will be effective 60 days

after publication of the adopting release. This timing would enable eligible calendar year filers to avoid filing a

2006 Form 20-F at the end of June.

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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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