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Description of U.S. Securities Laws and Foreign Private Issuers
“...for the vast majority of capital markets participants, and especially for foreign companies that are listed or considering a listing in the United States, the Securities and Exchange Commission should be viewed as an even-handed and efficient regulator rather than a heavy-handed obstructing tormentor.”
Paul M. Dudek, Chief, Division of Corporation Finance,
United States Securities and Exchange Commission
This book has been written to dispel myths surrounding SEC regulation and to provide useful explanations about what a foreign issuer needs to know about making offers in the U.S. Drawing on a panel of expert authors, the chapters address the key areas of U.S. regulation, in a reader-friendly style.
In response to criticism about the regulatory burden, the SEC has come up with a set of rule changes to make offerings easier for all issuers. Foreign private issuers will be able to take advantage of gun-jumping rules and the modernization of the shelf offering rules. Moreover, foreign private issuers that are Well Known Seasoned Investors (WKSIs) will be able to conduct rights offerings much more efficiently via automatic shelf registration.
Contents of U.S. Securities Laws and Foreign Private Issuers
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Preface
Brian Lane, Gibson Dunn & Crutcher LLP
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Chapter 1
The SEC and Foreign Private Issuers
Paul Dudek, Securities and Exchange Commission
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Chapter 2
SEC Registered Offerings and the Recent Securities Offering Reforms
Alan Bannister, Gibson Dunn & Crutcher LLP
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Chapter 3
Common Exempt Offerings
Cathy Dixon, Weil Gotshal & Manges LLP
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Chapter 4
Rights Offerings, Spin Offs and Other Corporate Transactions for Foreign Private Issuers
Christopher Walton, Clifford Chance LLP
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Chapter 5
An Overview of Depositary Receipts
Peter Tisne, Emmett Marvin and Martin LLP
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Chapter 6
Reporting Requirements for Foreign Private Issuers
Tom Vita, Norton Rose
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Chapter 7
The Sarbanes - Oxley Act and Foreign Private Issuers
Kevin Kelley, Gibson Dunn & Crutcher LLP
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Chapter 8
De-Registration and De-Listing: Leaving the U.S. Public Securities Markets
Richard Baumann, Dorsey & Whitney LLP
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Chapter 9
Brokers’ Research in the Context of a Proposed Offering
Tom Joyce, Dorsey & Whitney LLP
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