Financial Reform in Japan Update #3: English Language Disclosures in Securities Registration Statements

White & Case LLP

This Client Alert is the third in a series of alerts concerning the amendments (the "Amendments") to the Financial Instruments and Exchange Law ("FIEL") of Japan promulgated on May 25, 2011. (See Financial Reform in Japan Update #1 and Financial Reform in Japan Update #2.)

This third alert concerns those provisions of the Amendments permitting the greater use of English language material by offshore issuers in certain registration filings made in connection with a public offering of securities in Japan.

Currently under the FIEL, any public offering of a security in Japan requires the issuer to file a securities registration statement (yukashouken todokedesho, "SRS") with respect to such offering, with the relevant finance bureau in Japan(typically the Kanto Local Finance Bureau of Japan for offshore issuers, the "KFB"). The SRS is an extensive disclosure document that provides information on both the issuer and the security itself including, among other things, basic corporate information about the issuer, information about the distributor, fees and expenses borne by the subscriber and material risks.

Please see full alert 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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